Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Notes are registered obligations, the right, title and interest of the Purchasers and their assignees in and to such Notes shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.11 and Section 10.2 shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).
Appears in 3 contracts
Samples: Senior Subordinated Note Purchase Agreement (Princeton Review Inc), Securities Purchase Agreement (Princeton Review Inc), Bridge Note Purchase Agreement (Princeton Review Inc)
Registered Obligations. Notwithstanding anything Anything in this Agreement to the contrary contained in this Agreementnotwithstanding, the Notes are registered obligations, obligations and the right, title and interest of the Purchasers and their assignees in and to such Notes shall be transferable only upon notation of such transfer in the Register register described in Section 11.2 and no assignment thereof shall be effective until recorded thereintherein as provided in Section 11.2. This Section 2.11 2.10(a) and Section 10.2 11.2 shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).
Appears in 1 contract
Samples: Securities Purchase Agreement (Film Department Holdings, Inc.)
Registered Obligations. Notwithstanding anything to the contrary contained in this Agreement, the Subordinated Notes are registered obligations, the right, title and interest of the Purchasers Noteholders and their assignees in and to such Subordinated Notes shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.11 2.10 and Section 10.2 11.2 shall be construed so that the Subordinated Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).
Appears in 1 contract
Samples: Subordinated Notes Agreement (Townsquare Media, Inc.)