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

Obligations with Respect to Transfers and Exchanges. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of (a) Definitive Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Securities for a period of 15 days before the mailing of a notice of redemption. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

Appears in 3 contracts

Samples: Indenture (Costco Companies Inc), Indenture (Talk Radio Network Inc), Indenture (Multiverse Acquisition Corp)

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Obligations with Respect to Transfers and Exchanges. At the option (i) To permit registrations of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchangetransfers and exchanges, the Company shall executeexecute Global Warrant Certificates, if applicable, and the Trustee Warrant Agent is hereby authorized, in accordance with the provisions of Section 6 and this Section 7, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 7 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 10 or additional Global Warrant Certificates contemplated by Section 13. (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall authenticate and deliverbe the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Class A Warrants for any registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the Depositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Securities which Depositary or such nominee, as the Holder making case may be, will be considered the sole owner or holder of the Class A Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 7(b) and Section 7(f) upon the exchange is of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, Beneficial Holders will not be entitled to receive. The Company shall have any Class A Warrants registered in their names, and will under no circumstances be entitled to receive physical delivery of any such Class A Warrants and will not be considered the holder thereof under the Class A Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Class A Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (v) Subject to Section 7(b), Section 7(c), Section 7(d), and this Section 7(i), the Warrant Agent shall, upon receipt of all information required to makebe delivered hereunder, and from time to time register the Registrar need not registertransfer of any outstanding Class A Warrants in the Warrant Register, transfers upon delivery to the Warrant Agent, at its office designated for such purpose, of a properly completed form of assignment substantially in the form of Exhibit C hereto, duly signed by the holder thereof or exchanges of (a) Definitive by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in the Securities selected for redemption (exceptTransfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program and, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Securities for a period of 15 days before the mailing transfer of a notice of redemption. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desiredGlobal Warrant Certificate, and each such registration shall be noted on the register for the Securities. Any Registrar appointed pursuant to Section 2.03 hereof shall provide upon surrender to the Trustee Warrant Agent of such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of SecuritiesGlobal Warrant Certificate, duly endorsed. No Registrar shall be required to make registrations of transfer or exchange of Securities during Upon any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be madeissued to the transferee.

Appears in 1 contract

Samples: Warrant Agreement (Primus Telecommunications Group Inc)

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Obligations with Respect to Transfers and Exchanges. At the option (i) To permit registrations of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchangetransfers and exchanges, the Company shall executeexecute Global Warrant Certificates, if applicable, and the Trustee Warrant Agent is hereby authorized, in accordance with the provisions of Section 6 and this Section 7, to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 7 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 10 or additional Global Warrant Certificates contemplated by Section 13. (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall authenticate and deliverbe the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Class B Warrants for any registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the Depositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Securities which Depositary or such nominee, as the Holder making case may be, will be considered the sole owner or holder of the Class B Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 7(b) and Section 7(f) upon the exchange is of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, Beneficial Holders will not be entitled to receive. The Company shall have any Class B Warrants registered in their names, and will under no circumstances be entitled to receive physical delivery of any such Class B Warrants and will not be considered the holder thereof under the Class B Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Class B Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (v) Subject to Section 7(b), Section 7(c), Section 7(d), and this Section 7(i), the Warrant Agent shall, upon receipt of all information required to makebe delivered hereunder, and from time to time register the Registrar need not registertransfer of any outstanding Class B Warrants in the Warrant Register, transfers upon delivery to the Warrant Agent, at its office designated for such purpose, of a properly completed form of assignment substantially in the form of Exhibit C hereto, duly signed by the holder thereof or exchanges of (a) Definitive by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in the Securities selected for redemption (exceptTransfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program and, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Securities for a period of 15 days before the mailing transfer of a notice of redemption. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desiredGlobal Warrant Certificate, and each such registration shall be noted on the register for the Securities. Any Registrar appointed pursuant to Section 2.03 hereof shall provide upon surrender to the Trustee Warrant Agent of such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of SecuritiesGlobal Warrant Certificate, duly endorsed. No Registrar shall be required to make registrations of transfer or exchange of Securities during Upon any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be madeissued to the transferee.

Appears in 1 contract

Samples: Warrant Agreement (Primus Telecommunications Group Inc)

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