Common use of Obligations with Respect to Transfers and Exchanges of Notes Clause in Contracts

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 19 contracts

Samples: Ninth Supplemental Indenture (Kraft Heinz Co), Eighth Supplemental Indenture (Kraft Heinz Co), Tenth Supplemental Indenture (Hewlett Packard Enterprise Co)

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Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive authenticate certificated Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3043.06, 3054.10, 306, 906 4.15 and 1107 9.05 and of the Base Indenture). (iii) The Registrar shall not be required to register the transfer of or exchange 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 of 15 days before a selection of Notes to be redeemed. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 18 contracts

Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp), Indenture (Legacy Reserves Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive authenticate Certificated Notes and Global Notes at the Security Registrar’s request. (ii2) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture)therewith. (iii3) The Registrar shall not be required to register the transfer of 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 (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 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. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, premium, if any, principal of 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 shall be affected by notice to the contrary. (iv5) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 13 contracts

Samples: Second Supplemental Indenture (Lear Corp), First Supplemental Indenture (Lear Corp), Fourth Supplemental Indenture (Lear Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, assessment or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.11, 3062.13, 906 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture). 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 (iii2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 12 contracts

Samples: Indenture (Community Health Systems Inc), 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 Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and the Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture). mailing (iiior 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) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 11 contracts

Samples: Indenture (Frontier Communications Parent, Inc.), Indenture (Frontier Communications Parent, Inc.), Indenture (Owens & Minor Inc/Va/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate, 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, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 Section 3.15 and 1107 of the Base IndentureSection 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 Agent, the Registrar or the Security Registrar 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, 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, the Registrar or the Security Registrar any co registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under the Indenture this Indenture, as the Notes surrendered upon such transfer or exchange. (vvi) In order to effect 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 transfer certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or exchange liability for transfers of an interest beneficial ownership interests in any Transfer Restricted Note for an interest in Global Note. (vii) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that does not bear may result from the Restricted Notes Legend and has not been registered under the Securities Acttransfer, if the Security Registrar so requests exchange or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect assignment of such exchange Holder’s Note in violation of any provision of this Indenture and/or applicable United States Federal or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trusteestate securities law.

Appears in 9 contracts

Samples: Indenture (Bungeltd), Indenture (Bungeltd), Indenture Agreement (Bunge Limited Finance Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestor co-Registrar’s request 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 may require 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 and 1107 of the Base IndentureSection 3.06 or Section 9.04). (iii) Neither the Registrar nor the co-Registrar or the Issuer shall be required to register the transfer of or exchange of any Note for a period beginning (A) 15 days before the transmission of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such transmission or (B) 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 Agent, the Registrar or the Security 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, premium, if any, principal of 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, the Registrar or the Security any co-Registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the Indenture valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 7 contracts

Samples: Fifth Supplemental Indenture (Southwest Gas Corp), Fourth Supplemental Indenture (Southwest Gas Corp), Third Supplemental Indenture (Southwest Gas Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and the Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.8, 906 2.10, 3.5, 5.5 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture). 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 (iii2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 7 contracts

Samples: Indenture (Carvana Co.), Indenture (Skillz Inc.), Indenture (Carvana Co.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.10, 906 4.15 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 5 contracts

Samples: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than exchange pursuant to Section 2.07 of this Indenture), but the Company may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 4 contracts

Samples: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp), Indenture (Centennial Resource Development, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 4 contracts

Samples: Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 4 contracts

Samples: Indenture (Townsquare Media, LLC), Indenture (Valley Telephone Co., LLC), Indenture (Valley Telephone Co., LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges pursuant to Sections 3042.08, 3052.09, 306, 906 2.11 and 1107 11.02 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion opinion of Counselcounsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 4 contracts

Samples: Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), First Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 3 contracts

Samples: Senior Secured Notes Indenture (WeWork Inc.), Senior Notes Indenture (WeWork Inc.), Note Purchase Agreement (WeWork Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 1106 and 1107 1305 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 3 contracts

Samples: First Supplemental Indenture (Solventum Corp), First Supplemental Indenture (3m Co), First Supplemental Indenture (General Electric Co)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 3 contracts

Samples: Supplemental Indenture (Capital One Financial Corp), Supplemental Indenture (Kraft Foods Inc), Supplemental Indenture (Kraft Foods Group, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base 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 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) 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 transfer documents as described in the Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by the Indenture and the Notes. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security Registrar 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, premium, if any, principal of 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, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 3 contracts

Samples: Indenture (Energizer Holdings, Inc.), 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 execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 9.05 or 11.08 of the Base Indenture)Indenture not involving any transfer. (iii) Prior to the due presentation for registration of transfer of any Note, the Company, each Subsidiary Guarantor, the Trustee, the Paying Agent or the Security 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, 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, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 3 contracts

Samples: Senior Secured Notes Agreement (Office Properties Income Trust), Senior Secured Notes Agreement (Office Properties Income Trust), Senior Secured Notes Agreement (Office Properties Income Trust)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed on any Holder in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3064.15, 906 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, premiumpremium and Additional Amounts, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Partnership shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of the Indenture), but the Company Partnership may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.04 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyPartnership, the Trustee, the Paying Agent or the Security 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, 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 CompanyPartnership, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (Equitrans Midstream Corp), Senior Notes Indenture (Equitrans Midstream Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made imposed on any Holder by the Company, any Guarantor, the Trustee or the Registrar for any registration of transfer or exchangeexchange of Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable taxes and fees required by law or permitted by this Indenture in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture)therewith. (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Indenture (Matthews International Corp), Indenture (Matthews International Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, premium, if any, principal 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee. The Company, the Trustee and the Registrar reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any Transfer Restricted Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.

Appears in 2 contracts

Samples: Senior Notes Indenture (IHS Markit Ltd.), Senior Notes Indenture (IHS Markit Ltd.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.01(g), 3052.02, 3062.06(e), 906 2.09, 5.06 or 9.04). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). mailing of a notice of redemption or an offer to repurchase Notes and ending at the close of business on the day of such mailing or (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(g) 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). All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Indenture (Yum Brands Inc), Indenture (Yum Brands Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Indenture (Ladder Capital Finance Corp), Indenture (Ladder Capital Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Supplemental Indenture (Kraft Foods Group, Inc.), Supplemental Indenture (Kraft Foods Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3064.14, 906 4.15 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Secured Second Lien Notes Indenture (Talos Energy Inc.), Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.8, 906 2.10, 3.5, 5.6 or 9.4). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Indenture (Cott 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 execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (TTM Technologies Inc), Senior Notes Indenture (Wolverine World Wide Inc /De/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.15, 906 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale resale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (Neogen Corp), Senior Notes Indenture (Garden SpinCo Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.2, 3052.6, 3062.7, 906 2.9, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture). 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 (iii2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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(c). All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 306, 906 4.10 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, premium, if any, principal 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (Hanesbrands Inc.), Senior Notes Indenture (Hanesbrands Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: 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 Partnership shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Partnership may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.04 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyPartnership, the Trustee, the Paying Agent or the Security 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, 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 CompanyPartnership, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (Equitrans Midstream Corp), Senior Notes Indenture (Equitrans Midstream Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3043.04, 3053.05, 306, 906 3.06 and 1107 3.07 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Moodys Corp /De/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Transfer Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Second Supplemental Indenture (Hp Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.11, 3062.13, 906 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: 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 execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in #96405991v19 connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or taxor similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.08 and 1107 Section 9.06 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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 principalprincipal 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 Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than exchange pursuant to Section 2.07 of the Indenture), but the Company may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Permian Resources Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary.. #96393093v27 (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale resale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and upon Company Order, the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and or 1107 of the Base IndentureIndenture not involving any transfer). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Coterra Energy Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.10, 305Section 3.06, 306Section 4.10, 906 Section 4.15 and 1107 Section 9.05 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (ModivCare Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (TTM Technologies Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) . No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture). (iii) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) . All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) . In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.)

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Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall shall, upon receipt of an Authentication Order, authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 306, 906 4.14 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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 principalprincipal of, premium, if any, and (subject to the Record Date provisions of the Notes) 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar Issuers so requests request or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar Issuers to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Issuers, Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Intrepid Aviation LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request. (ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder 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 charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.01(g), 3052.02, 3062.06(e), 906 2.09, 5.06 or 9.04). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture). 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 (iii2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) 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 or the Security 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 principalprincipal 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 or the Security Registrar shall be affected by notice to the contrary. (iv. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(g) 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). All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Yum Brands Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 306, 906 4.10 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Brinker International Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3052.13, 3063.06, 906 3.10, 4.10 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, premium, if any, principal 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Hanesbrands Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16, 4.18 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Secured Notes Indenture (Kosmos Energy Ltd.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange of the Notes (other than pursuant to Section 2.7 of the Indenture), but the Company Issuers may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.6, 3064.10, 906 4.13 and 1107 9.4 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Venator Materials PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16, 4.20 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Paragon Offshore PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3043.04, 3053.05, 3063.06, 906 9.06 and 1107 11.07 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Kyndryl Holdings, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require payment of 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Centennial Resource Development, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base 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 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) 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 transfer documents as described in the Indenture. Issuer may require a Noteholder to pay any taxes and fees required by law and permitted by the Indenture and the Notes. (iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security Registrar 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, premium, if any, principal of 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, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Energizer Holdings Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person in whose whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, principal 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee. The Company, the Trustee and the Registrar reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any Transfer Restricted Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.

Appears in 1 contract

Samples: Senior Notes Indenture (IHS Markit Ltd.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 ‎3.06 and 1107 ‎9.05 of the Base 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 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) 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 transfer documents as described in this Indenture. The Issuers 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 CompanyIssuers, the Trustee, the Paying Agent Agent, the Registrar or the Security Registrar 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, premium, if any, principal of 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Valaris LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Secured Notes Indenture (DIEBOLD NIXDORF, Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee (or the Authenticating Agent) shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges pursuant to Sections 3043.06, 3054.06, 306, 906 4.08 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the a Paying Agent or the Security 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, premium, if any, principal of 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 a Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order The transferor of any Definitive Note shall provide or cause to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable be provided to the Security Registrar Trustee all information necessary to allow the effect that 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, as amended. The Trustee may rely on information provided to it and shall have no registration under responsibility to verify or ensure the Securities Act is required in respect accuracy of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trusteeinformation.

Appears in 1 contract

Samples: Indenture (Dave & Buster's Entertainment, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange of the Notes (other than pursuant to Section 2.07 of the Indenture), but the Company Issuer may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.08, 906 and 1107 9.05 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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 principalprincipal of, and premium, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not [[DMS:6148180v7:08/15/2023--05:19 PM]] been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (RingCentral, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar other governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.08 and 1107 Section 9.06 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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 principalprincipal 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 Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (NEWMONT Corp /DE/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.08 and 1107 Section 9.06 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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 principalprincipal 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 Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (NEWMONT Corp /DE/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed on any Holder by the Company, the Trustee or the Registrar in connection with any registration of transfer or exchange, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge taxes and fees payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge taxes and fees payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.15, 906 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, premiumpremium and Additional Amounts, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (CIMPRESS PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Hp Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Woodside Homes, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Global Notes and Global definitive Notes at the Security Registrar’s requestrequest of the applicable registrar. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer taxtaxes, assessments, assessments or similar governmental charge charges payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges pursuant to Sections 3042.05, 3052.06, 3062.07, 906 4.02 and 1107 11.05 of the Base Original Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent paying agent or the Security Registrar registrar with respect to such Note 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, 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 paying agent or the Security Registrar registrar with respect to such Note shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar registrar with respect to such Transfer Restricted Note so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar registrar, to the effect that no registration under the Securities Act is required in respect of such transfer or exchange or transfer or the re-sale of such interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar registrar and the Trustee.

Appears in 1 contract

Samples: Third Supplemental Indenture (Nucor Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange of the Notes (other than pursuant to Section 2.07 of the Indenture), but the Company Issuer may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.08, 906 and 1107 9.05 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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 9| receiving payment of principalprincipal of, and premium, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Insight Enterprises Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require payment of 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.07 and 1107 Section 9.06 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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 principalprincipal 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 Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Newmont Goldcorp Corp /De/)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient 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 charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Eighth Supplemental Indenture

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 of the Base Indenture)9.05 or 11.07 not involving any transfer. (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Secured Notes Agreement (Office Properties Income Trust)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require 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 charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.05, 4.12 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Security 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, 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 or the Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require 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 charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.04 of the Base 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 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) 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 transfer documents as described in this Indenture. The Issuers 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 CompanyIssuers, the Trustee, the Paying Agent Agent, the Registrar or the Security Registrar 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, premium, if any, principal of 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary. (ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Indenture (Diamond Offshore Drilling, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall shall, except as expressly provided herein with respect to any Series I Note Exchange, be entitled to the same benefits under the this Indenture as the Notes of the Series surrendered upon such transfer or exchangeexchange and constitute part of the same Series of Notes as the Notes so surrendered. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (WeWork Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company may require 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 charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 of the Base Indenture)9.06 or 11.07 not involving any transfer. (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Secured Notes Agreement (Diversified Healthcare Trust)

Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer into Extended Maturity Notes or pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.

Appears in 1 contract

Samples: Senior Notes Indenture (Kosmos Energy Ltd.)

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