Registration and Transfer of Debentures. (a) The Company will keep at its principal office a register in which the Borrowers will provide for the registration of the Debentures and their transfer. The Borrowers may treat any Person in whose name any Debenture is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Debenture and for all other purposes, whether or not such Debenture shall be overdue, and the Borrowers shall not be affected by any notice to the contrary from any Person other than the applicable Holder. All references in this Agreement to a "Holder" of any Debenture shall mean the Person in whose name such Debenture is at the time registered on such register.
Registration and Transfer of Debentures. (a) The Company shall, at all times while any Debentures are outstanding, act as the registrar of the Debentures and shall cause to be kept at its principal office in the City of Boulder, Colorado, or in such other place or places and by such other registrar or registrars, if any, as the Company may designate, a register in which shall be entered the names and addresses of the Holders of Debentures and particulars of the Debentures held by them respectively and of all transfers of Debentures. The name of the Holder shall be noted on the Debentures by the Company or other registrar.
(b) No transfer of a Debenture shall be valid unless made by the Holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company, upon compliance with the provisions of this Agreement and the Debentures and such other requirements as the Company and/or other registrar may reasonably prescribe, and unless such transfer shall have been duly entered on the appropriate register and/or noted on such Debenture by the Company or other registrar. The person in whose name a Debenture is registered shall be deemed to be the owner thereof.
Registration and Transfer of Debentures. (1) The Bank shall cause to be kept registers hereinafter referred to in which shall be entered in alphabetical order the names and the last known addresses (including the street and number if any) of the holders of fully registered Debentures and particulars of the series and principal amount of the Debentures held by them respectively, such registration to be noted on the Debentures by the Trustee or other registrar or both. A fully registered Debenture may only be transferred on one of such registers by the registered holder or the Legal Representative of the registered holder in form satisfactory to the Trustee or other registrar or both and upon compliance with such reasonable requirements as the Trustee or other registrar or both may prescribe, and upon due notation of such transfer on such Debenture by the Trustee or other registrar or both.
(2) Coupon Debentures shall be negotiable and shall pass by delivery unless registered for the time being in the name of the holder as hereinafter provided. The Bank shall cause to be kept registers hereinafter referred to in which the holder or holders of coupon Debentures may register the same as to principal only, and in which shall be entered in alphabetical order the names and last known addresses (including the street and number if any) of the holders of coupon Debentures so registered and particulars of the series and principal amount of the Debentures held by them respectively, such registration to be noted on each Debenture so registered. After registration of a coupon Debenture as to principal, no transfer thereof shall be valid unless made on one of such registers by the registered holder or the Legal Representative of the registered holder in form satisfactory to the Trustee or other registrar and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe, and unless such transfer shall be duly noted on the Debenture by the Trustee or other registrar; but any such coupon Debenture registered as to principal only may be discharged from registration by being transferred to bearer after which it shall again be negotiable and transferable by delivery, but may again from time to time be registered and discharged from registration. Notwithstanding registration of a coupon Debenture as to principal, the coupons, when detached, shall continue to be payable to bearer and shall be negotiable and shall pass by delivery.
(3) The Bank shall also cause to be kept the register...
Registration and Transfer of Debentures. The Debentures to be issued hereunder shall be in registered form only. The Company shall at all times cause to be kept, by and at the principal transfer office of the Trustee in the City of Toronto and at such other place or places, and by the Trustee or such other registrar or registrars, if any, as the Company, with the approval of the Trustee, may designate, registers in any one of which shall be entered the names and post office addresses of the holders of Debentures and particulars of the Debentures held by them respectively and in which transfers of such Debentures shall be registered. No transfer of a Debenture shall be valid unless made on one of such registers by the registered holder or by his or her executors, administrators or other legal representatives or his, her or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee, and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe and unless such transfer shall have been duly noted on the said Debenture by the Trustee or other registrar. The Company shall not permit the transfer of a Debenture to be made except in compliance with all applicable laws, including without limitation, all securities laws, regulations, policy statements, orders, rulings and other requirements of relevant securities regulatory authorities.
Registration and Transfer of Debentures. This Debenture has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Registration and Transfer of Debentures. The Debentures to be issued hereunder shall be in registered form only. The Corporation shall at all times cause to be kept, by the Trustee at its principal transfer office in the City of Toronto and at such other place or places or such other registrar or registrars, if any, as the Corporation, with the approval of the Trustee, may designate, registers in any one of which shall be entered the names and addresses of the holders of Debentures and particulars of the Debentures held by them respectively and in which transfers of such Debentures shall be registered. For greater certainty, no transfer of a Debenture shall be valid unless made on one of such registers by the registered holder or by his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form attached as Schedule “C” hereto or in any other form and execution satisfactory to the Trustee, and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe and unless such transfer shall have been duly noted on the said Debenture by the Trustee or other registrar. For greater certainty, the Debentures may not be transferred without the prior written consent of the Corporation, which consent may be withheld at the sole discretion of the Corporation. In addition to the legend set forth in Section 2.5 and, if applicable, the legend(s) set forth in Section 2.6, each Debenture certificate originally issued, and each Debenture certificate issued in exchange therefor or in substitution thereof shall bear the legend set forth below: "THESE DEBENTURES ARE NON-TRANSFERABLE AND MAY NOT BE TRANSFERRED BY THE HOLDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE CORPORATION."
Registration and Transfer of Debentures. 49 EXHIBITS AND SCHEDULES SCHEDULE 4.4 GOVERNMENTAL APPROVALS SCHEDULE 4.5 BORROWERS' BUSINESS SCHEDULE 4.6(C) PRO FORMA BALANCE SHEETS SCHEDULE 4.7 INDEBTEDNESS SCHEDULE 4.8 INSURANCE SCHEDULE 4.9 OWNERSHIP AND CONTROL SCHEDULE 4.10 MATERIAL ADVERSE CHANGES SCHEDULE 4.12 LITIGATION SCHEDULE 4.14 AFFILIATE TRANSACTIONS SCHEDULE 4.19 EMPLOYEE BENEFIT MATTERS SCHEDULE 4.21 LABOR MATTERS SCHEDULE 4.26 INTELLECTUAL PROPERTY SCHEDULE 7.2 LIENS This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the "Subordination Agreement") dated as of September 28, 2001 among SunSource Inc., SunSource Investment Company, Inc. and The Hillman Group, Inc., Allied Capital Corporation and Heller Financial, Xxx. ("Agent"), to the indebtedness (including intexxxx) owed by The Hillman Group, Inc. pursuant to that certain Credit Agreement dated ax xx Xxptember 28, 2001 among The Hillman Group, Inc., the lenders from time to time party thereto and xxx xxxitional agents for such lenders, as such Credit Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement. FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT
Registration and Transfer of Debentures. (a) The Company will keep at its principal office a register in which the Borrowers will provide for the registration of the Debentures and their transfer. The Borrowers may treat any Person in whose name any Debenture is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Debenture
Registration and Transfer of Debentures. (a) The Corporation shall, at all times while this Debenture is outstanding, cause to be kept by and at the principal office of the Corporation a register (the “Register”) in which shall be entered the name and address of the Holder and particulars of this Debenture.
(b) The Register referred to in this Section shall at all reasonable times be open for inspection by the Holder.
(c) The Debenture (or any portion thereof) may not be assigned or transferred by the Holder.
Registration and Transfer of Debentures. The Company shall cause to be kept by and at the principal office of the Trustee in Vancouver, Toronto and Montrxxx, xxxxxxxxx xx which shall be entered the names and addresses of the holders of Debentures and particulars of Debentures held by them respectively and of all transfers of Debentures. No transfer of a Debenture shall be valid unless made on one of such registers by the registered holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee and upon compliance with such requirements as the Trustee and/or other registrar may prescribe.
