Common use of Registration, etc Clause in Contracts

Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect to the Debenture and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all transfers, exchanges and replacements of the Debenture. The Company shall record on such register any and all transfers of the Debenture by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") in whose name the Debenture has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such Debenture.

Appears in 2 contracts

Samples: Convertible Debenture Purchase Agreement (Right Start Inc /Ca), Convertible Debenture Purchase Agreement (Right Start Inc /Ca)

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Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect to the Debenture and Warrant and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments (in the case of the Debenture) are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebenture and Warrant. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture and Warrant by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture and Warrant issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") in whose name the Debenture and Warrant has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such DebentureDebenture or Warrant.

Appears in 2 contracts

Samples: Subordinated Debenture and Warrant Purchase Agreement (Cahill Edward L), Debenture and Warrant Purchase Agreement (Cahill Edward L)

Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect to the Debenture and Warrant and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments (in the case of the Debenture) are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebenture and Warrant. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture and Warrant by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture and Warrant issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") ------ in whose name the Debenture and Warrant has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such DebentureDebenture or Warrant.

Appears in 1 contract

Samples: Subordinated Debenture and Warrant Purchase Agreement (Concorde Career Colleges Inc)

Registration, etc. The Company Matec, on behalf of itself and the other Companies, shall maintain at its principal ----------------- office a register with respect to of the Debenture Notes and shall record therein the name(s) names and address(es) addresses of the respective registered holder(s) thereofholders of the Notes, the address to which notices are to be sent and the address(es) address to which payments are to be made as designated by the registered holder if other than the address of such the holder, and the particulars of all transfers, exchanges and replacements of the DebentureNotes. The Company No transfer of a Note shall record be valid unless made on such register any and all transfers of the Debenture by or for the registered holder or such holder's his executors or administrators or his or their duly appointed attorney, upon surrender therefor for exchange as hereinafter provided, accompanied by an instrument in writing, in form and execution reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereofMatec. Each Debenture Note issued hereunder, whether originally or upon transfer, exchange or replacementreplacement of a Note or Notes, shall be registered on the date of execution thereof by the CompanyCompanies and shall be dated the date to which interest has been paid on such Notes or Note. The registered holder of a Debenture issued hereunder Note shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") Person in whose name the Debenture Note has been so registered by the CompanyMatec. A registered holder shall be deemed the owner of a Debenture Note for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof principal, premium, if any, and rights thereunder interest evidenced by such Note free from all equities or rights of setoff or counterclaim between the Company Companies, or any of them, and the transferor of such registered holder or any previous registered holder of such DebentureNote.

Appears in 1 contract

Samples: Matec Corp/De/

Registration, etc. The Company shall maintain at its principal office ----------------- office a register with respect to the Debenture Debentures and the Warrants and shall record therein the name(s) names and address(es) addresses of the respective registered holder(s) Holders thereof, to which notices are to be sent and the address(es) addresses to which payments (in the case of the Debentures) are to be made as designated by the registered holder Holder if other than the address of such holderHolder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebentures and Warrants. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture Debentures and Warrants by or for the registered holder Holder or such holderHolder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(sHolder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder Holder of a Debenture or Warrant issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") in whose name the Debenture or Warrant has been so ------ registered by the Company. A registered holder Holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder Holder or any previous registered holder Holder of such DebentureDebenture or Warrant.

Appears in 1 contract

Samples: Subordinated Debenture Purchase Agreement (Cahill Edward L)

Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect relating to the Debenture Notes and shall record therein the name(s) names and address(es) addresses of the respective registered holder(s) thereofholders of the Notes, the address to which notices are to be sent and the address(es) address to which payments are to be made as designated by the registered holder if other than the address of such the holder, and the particulars of all transfers, exchanges and replacements of the DebentureNotes. The Company No transfer of the Notes shall record be valid unless made on such register any and all transfers of the Debenture by or for the registered holder or such holder's his, her or its executors or administrators or his, her or their duly appointed attorney, upon surrender therefor for exchange as hereinafter provided, accompanied by an instrument in writing, in form and execution reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture The Notes or any other note issued hereunder, whether originally or upon transfer, exchange or replacementreplacement of the Notes, shall be registered on the date of execution thereof by the CompanyCompany and shall be dated the date to which interest has been paid on such Note. The registered holder of a Debenture issued hereunder Note shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity Person (a "Person"as hereinafter defined) in whose name the Debenture a Note has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture Note for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof principal, premium, if any, and rights thereunder interest evidenced by such Note free from all equities or rights of setoff set-off or counterclaim between among the Company and the transferor of such registered holder or any previous registered holder of such Debenturethe Note.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Gigabeam Corp)

Registration, etc. The Company shall maintain at its ----------------- principal ----------------- office a register with respect to the Debenture Debentures and Warrants and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments (in the case of the Debentures) are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebentures and Warrants. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture Debentures and Warrants by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture Debentures and Warrants issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") in whose name the Debenture ------ Debentures and Warrants has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such DebentureDebenture or Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)

Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect relating to the Debenture Notes (and Warrants, as further set forth in the Warrant) and shall record therein the name(s) name and address(es) address of the respective registered holder(s) thereofholder of each Note and Warrant, the address to which notices are to be sent and the address(es) address to which payments on the Notes are to be made as designated by the registered holder if other than the address of such the holder, and the particulars of all transfers, exchanges and replacements of the DebentureNotes and Warrants. The Company No transfer of any Note or Warrant shall record be valid unless made on such register any and all transfers of the Debenture by or for the registered holder or such holder's his, her or its executors or administrators or his, her or their duly appointed attorney, upon surrender therefor for exchange as hereinafter provided, accompanied by an instrument in writing, in form and execution reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture Note or any other note issued hereunder, whether originally or upon transfer, exchange or replacementreplacement of such Note, shall be registered on the date of execution thereof by the CompanyCompany and shall be dated the date to which interest has been paid on the Note. The registered holder of a Debenture issued hereunder each Note shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity Person (a "Person"as hereinafter defined) in whose name the Debenture Note has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture each Note for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof principal, premium, if any, and rights thereunder interest evidenced by such Note free from all equities or rights of setoff set-off or counterclaim between among the Company and the transferor of such registered holder or any previous registered holder of such DebentureNote.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Yellowbrix Inc)

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Registration, etc. The Company shall maintain at its principal office ----------------- office a register with respect to the Debenture and Warrant and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments (in the case of the Debenture) are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebenture and Warrant. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture and Warrant by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture and Warrant issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") ------ in whose name the Debenture and Warrant has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such DebentureDebenture or Warrant.

Appears in 1 contract

Samples: Subordinated Debenture and Warrant Purchase Agreement (Concorde Career Colleges Inc)

Registration, etc. The Company shall maintain at its principal ----------------- office a register with respect relating to the Debenture Note and shall record therein the name(s) names and address(es) addresses of the respective registered holder(s) thereofholders of the Note, the address to which notices are to be sent and the address(es) address to which payments are to be made as designated by the registered holder if other than the address of such the holder, and the particulars of all transfers, exchanges and replacements of the DebentureNotes. The Company No transfer of the Notes shall record be valid unless made on such register any and all transfers of the Debenture by or for the registered holder or such holder's his, her or its executors or administrators or his, her or their duly appointed attorney, upon surrender therefor for exchange as hereinafter provided, accompanied by an instrument in writing, in form and execution reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture The Note or any other note issued hereunder, whether originally or upon transfer, exchange or replacementreplacement of the Note, shall be registered on the date of execution thereof by the CompanyCompany and shall be dated the date to which interest has been paid on such Note. The registered holder of a Debenture issued hereunder Note shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity Person (a "Person"as hereinafter defined) in whose name the Debenture a Note has been so registered by the Company. A registered holder shall be deemed the owner of a Debenture Note for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof principal, premium, if any, and rights thereunder interest evidenced by such Note free from all equities or rights of setoff set-off or counterclaim between among the Company and the transferor of such registered holder or any previous registered holder of such Debenturethe Note.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Gigabeam Corp)

Registration, etc. The Company Unicco, on behalf of itself and each of the other Companies shall maintain at its principal ----------------- office a register with respect to of the Debenture Notes and shall record therein the name(s) names and address(es) addresses of the respective registered holder(s) thereofholders of the Notes, the address to which notices are to be sent and the address(es) address to which payments are to be made as designated by the registered holder if other than the address of such the holder, and the particulars of all transfers, exchanges and replacements of the DebentureNotes. The Company No transfer of a Note shall record be valid unless made on such register any and all transfers of the Debenture by or for the registered holder or such holder's his executors or administrators or his or their duly appointed attorney, upon surrender therefor for exchange as hereinafter provided, accompanied by an instrument in writing, in form and execution reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereofUnicco. Each Debenture Note issued hereunder, whether originally or upon transfer, exchange or replacementreplacement of a Note or Notes, shall be registered on the date of execution thereof by the CompanyCompanies and shall be dated the date to which interest has been paid on such Notes or Note. The registered holder of a Debenture issued hereunder Note shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") Person in whose name the Debenture Note has been so registered by the CompanyUnicco. A registered holder shall be deemed the owner of a Debenture Note for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof principal, premium, if any, and rights thereunder interest evidenced by such Note free from all equities or rights of setoff or counterclaim between the Company Companies, or any of them, and the transferor of such registered holder or any previous registered holder of such DebentureNote.

Appears in 1 contract

Samples: Note Purchase Agreement (Unicco Service Co)

Registration, etc. The Company shall maintain at its principal ----------------- ------------------ office a register with respect to the Debenture Debentures and Warrants and shall record therein the name(s) and address(es) of the respective registered holder(s) thereof, to which notices are to be sent and the address(es) to which payments (in the case of the Debentures) are to be made as designated by the registered holder if other than the address of such holder, and the particulars of all permitted transfers, exchanges and replacements of the DebentureDebentures and Warrants. The Provided that such transfer is permitted herein, the Company shall record on such register any and all transfers of the Debenture Debentures and Warrants by or for the registered holder or such holder's executors or administrators or their duly appointed attorney, in form reasonably satisfactory to the Company, in order to maintain an accurate record of the holder(s) thereof. Each Debenture and Warrant issued hereunder, whether originally or upon transfer, exchange or replacement, shall be registered on the date of execution thereof by the Company. The registered holder of a Debenture Debentures and Warrants issued hereunder shall be that individual, corporation, partnership, joint venture, trust or unincorporated organization or other entity (a "Person") in whose name the Debenture Debentures and Warrants has been so registered by ------ the Company. A registered holder shall be deemed the owner of a Debenture or Warrant for all purposes of this Agreement and, subject to the provisions hereof, shall be entitled to all of the benefits thereof and rights thereunder free from all equities or rights of setoff set off or counterclaim between the Company and the transferor of such registered holder or any previous registered holder of such DebentureDebenture or Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cahill Edward L)

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