Common use of Registration, Transfer and Exchange of Securities Clause in Contracts

Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

Appears in 3 contracts

Samples: Senior Indenture (Mizuho Financial Group Inc), Indenture (Mizuho Financial Group Inc), Indenture (Mizuho Financial Group Inc)

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Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities register (the “Register”) at said officeits office in the City of Buenos Aires, Argentina located at Xxxxxxxxx Xxxxx 000, 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of ownership, exchange and transfer of Securities. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying identification numbers (if relevant to a specific holder), Holder) and addresses of the registered holders Holders of the Securities and any payment instructions with respect thereto (if different from a holderHolder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall upon prior written request at all reasonable times during office hours make the Register and such records available during normal office hours to the Company, IRSA or any Person authorized by the Company IRSA in writing, writing for inspection and for the taking of copies thereof or extracts therefrom, and, and at the expense and written direction of the CompanyIRSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of SecurityholdersHolders of Securities, their addresses and amounts of such holdings as they IRSA may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on Registrar shall maintain the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language or in any other form capable of being converted into such form within a reasonable timelanguage.

Appears in 2 contracts

Samples: Indenture (Irsa Investments & Representations Inc), Indenture (Irsa Investments & Representations Inc)

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (a) The Bank of New York Mellon, acting herein sometimes referred to as the Company’s agent for "SECURITY REGISTER") in which, subject to such purposes (reasonable regulations as it may prescribe, the “Registrar”), will keep books Company shall provide for the registration, transfer registration of Securities and exchange of the Securities at the Specified Corporate Trust Office transfers of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed Unless and until otherwise determined by the Company, and accepts such appointmentby Board Resolution, as initial Registrarthe Security Register initially shall be kept at the Principal Office of the Trustee. The Registrar will keep a record Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of all registering Securities (and transfers of Securities as herein provided and shall be considered an agent of the “Register”) at said officeCompany for this purpose. The Register will show Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the amount "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the SecuritiesCompany designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the date of issue, all subsequent transfers and changes of ownership in respect thereof Company shall execute and the namesTrustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, tax identifying numbers (if relevant to a specific holder), addresses in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holders of holder, or by his attorney duly authorized in writing, and recorded in the Securities and any payment instructions Security Register. There shall be only one Security Register with respect thereto (if different from to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a holder’s Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered address)holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Registrar will also maintain a record Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which will include notations as to whether the Securities shall have been paid designated for redemption in whole or cancelled, andin part except, in the case of mutilatedany Security to be redeemed in part, destroyedthe portion thereof not so to be redeemed, stolen or lost Securities(ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, whether unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities have been replaced. In be represented by one or more Securities in global form shall no longer be effective with respect to the case Securities of such series and the replacement of any of the Securities, such records Company will include notations of each Security so replacedexecute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in replacement thereofglobal form shall no longer be represented by such Security or Securities in global form. In such event the case Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the cancellation same terms and tenor, will authenticate and deliver Securities of any such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Securities, Security or Securities in global form representing such records will include notations of each Security so cancelled and the date on which series in exchange for such Security was cancelledor Securities in global form. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in writingglobal form, the Depositary for inspection such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the taking authentication and delivery of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts definitive Securities of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on series, shall authenticate and deliver, without service charge to the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.holders:

Appears in 2 contracts

Samples: Security and Pledge Agreement (Flag Telecom Holdings LTD), Security and Pledge Agreement (Flag Telecom Holdings LTD)

Registration, Transfer and Exchange of Securities. (a) The Company will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

Appears in 2 contracts

Samples: Mitsubishi Ufj (Mitsubishi Ufj Financial Group Inc), Mitsubishi Ufj Financial (Mitsubishi Ufj Financial Group Inc)

Registration, Transfer and Exchange of Securities. (a) The Company will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid paid, written down or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the write-down or the cancellation of any of the Securities, such records will include notations of each Security so written down or cancelled and the date on which such Security was written down or cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

Appears in 1 contract

Samples: Mitsubishi Ufj (Mitsubishi Ufj Financial Group Inc)

Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities register (the “Register”) at said officeits office in the City of Buenos Aires, Argentina located at Xxxxxxxxx Xxxxx 000, 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of ownership, exchange and transfer of Securities. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying identification numbers (if relevant to a specific holder), Holder) and addresses of the registered holders Holders of the Securities and any payment instructions with respect thereto (if different from a holderHolder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall upon prior written request at all reasonable times during office hours make the Register and such records available during normal office hours to the Company, IRSA or any Person authorized by the Company IRSA in writing, writing for inspection and for the taking of copies thereof or extracts therefrom, and, and at the expense and written direction of the CompanyIRSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of SecurityholdersHolders of Securities, their addresses and amounts of such holdings as they IRSA may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on Registrar shall maintain the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language or in any other form capable of being converted into such form within a reasonable timelanguage.

Appears in 1 contract

Samples: Indenture (Cresud Inc)

Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities register (the “Register”) at said officeits office in the City of Buenos Aires, Argentina located at Xxxxxxxxx Xxxxx 000, 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of ownership, exchange and transfer of Securities. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying identification numbers (if relevant to a specific holder), Holder) and addresses of the registered holders Holders of the Securities and any payment instructions with respect thereto (if different from a holderHolder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall upon prior written request at all reasonable times during office hours make the Register and such records available during normal office hours to the Company, APSA or any Person authorized by the Company APSA in writing, writing for inspection and for the taking of copies thereof or extracts therefrom, and, and at the expense and written direction of the CompanyAPSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of SecurityholdersHolders of Securities, their addresses and amounts of such holdings as they APSA may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on Registrar shall maintain the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language or in any other form capable of being converted into such form within a reasonable timelanguage.

Appears in 1 contract

Samples: Alto Palermo Sa Apsa

Registration, Transfer and Exchange of Securities. (a) Without prejudice to its right to appoint a different note registrar and transfer agent at a subsequent date in accordance with the terms of this Indenture, the Bank hereby appoints The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer initial Registrar and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent Transfer Agent with respect to the transfer or exchange Securities, and The Bank of the Securities or a beneficial interest in the SecuritiesNew York Mellon hereby accepts such appointment. The Bank of New York Mellon is hereby appointed by the Company, shall act as Registrar and accepts such appointment, Transfer Agent as initial Registrarlong as The Bank of New York Mellon acts as Trustee. The Registrar will keep maintain at the Corporate Trust Office a record of all Securities register (the “Register”) at said officein which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities as provided herein. The name and address of the registered holder of each Security and the amount of each Security will be recorded in the Register. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying identification numbers (if relevant to a specific holder), ) and addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Such Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. Upon the written request by the Argentine Registrar and Transfer Agent or the Trustee, the Registrar shall provide a copy of the Register to the Argentine Registrar and Transfer Agent or the Trustee at such address or facsimile as the Argentine Registrar and Transfer Agent or the Trustee may designate in writing to the Registrar. Upon due presentation for registration of transfer of any Security, the Bank shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities in authorized denominations for a like aggregate principal amount. A holder may register the transfer of a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Registrar in the Register.

Appears in 1 contract

Samples: Indenture (Grupo Supervielle S.A.)

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Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, or written down upon a Viability Event, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

Appears in 1 contract

Samples: Mizuho Financial Group Inc

Registration, Transfer and Exchange of Securities. The Securities issued hereunder shall be issued in registered form. The Issuer shall keep at its principal executive office (a) The Bank which is now located at the address set forth at the beginning of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”this Agreement), will keep books registers in which the Issuer shall provide for the recordation or registration, as applicable, and transfer of each Security issued hereunder. The name and exchange address of each holder of the Securities at the Specified Corporate Trust Office shall be recorded in such records. The Issuer shall give to any institutional holder of any Security promptly (but in any event within 10 days) following request therefor, a complete and correct list of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, names and accepts such appointment, as initial Registrar. The Registrar will keep a record addresses of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered recorded holders of the Securities and the amount and kind of Securities held by each. Whenever any payment instructions with respect thereto Security or Securities shall be surrendered for transfer, the Issuer, at its expense will execute and deliver in exchange therefor a new Security or Securities (if different from a holder’s in such denominations and registered addressor recorded, as applicable, in such name or names as may be requested by the holder of the surrendered Security or Securities). The Registrar will also maintain a record which will include notations as to whether , in the Securities have been paid or cancelled, and, same aggregate unpaid principal amount (in the case of mutilated, destroyed, stolen the Notes) or lost Securities, whether such Securities have been replaced. In the number of shares of Common Stock (in the case of the replacement of any Warrants), as applicable, as that of the SecuritiesSecurity or Securities so surrendered. The Issuer may treat the Person in whose name any Security is registered or recorded as the owner of such Security for all purposes. Notes shall not be transferred in denominations of less than $5,000,000, such records will include notations provided that if necessary to enable the registration of each Security so replacedtransfer by a holder of its entire holding of Notes, and one Note may be in a denomination of less than $5,000,000. The Warrants may be transferred in accordance with the Security issued in replacement terms thereof. In connection with the case foregoing, the Issuer shall take such other actions reasonably requested by a holder of a Security in order to effect such any applicable transfer, registration or exchange. Notwithstanding anything herein to the contrary, if the original Purchasers shall transfer Notes to any Person or Persons (other than an affiliate of such original Purchaser) such that after such transfer the original Purchasers own less that 51% of the cancellation of any aggregate principal amount of the SecuritiesNotes then outstanding, such records will include notations of each Security so cancelled and transfer shall require the date on Issuer’s written consent which such Security was cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours consent not to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable timeunreasonably withheld.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aerocentury Corp)

Registration, Transfer and Exchange of Securities. (a) The Bank of New York Mellon, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities register (the “Register”) at said officeits office in the City of Buenos Aires, Argentina located at Ax. Xx Xxxx 000, Piso 23, for the registration of ownership, exchange and transfer of Securities. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying identification numbers (if relevant to a specific holder), Holder) and addresses of the registered holders Holders of the Securities and any payment instructions with respect thereto (if different from a holderHolder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Co-Registrar shall upon prior written request at all reasonable times during office hours make the Register and such records available during normal office hours to the Company, Bank or any Person authorized by the Company Bank in writing, writing for inspection and for the taking of copies thereof or extracts therefrom, and, and at the expense and written direction of the CompanyBank, the Registrar and the Co-Registrar shall deliver to such Persons all lists of SecurityholdersHolders of Securities, their addresses and amounts of such holdings as they the Bank may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on Registrar shall maintain the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language or in any other form capable of being converted into such form within a reasonable timelanguage.

Appears in 1 contract

Samples: Indenture (Macro Bank Inc.)

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (a) The Bank of New York Mellon, acting herein sometimes referred to as the Company’s agent for "SECURITY REGISTER") in which, subject to such purposes (reasonable regulations as it may prescribe, the “Registrar”), will keep books Company shall provide for the registration, transfer registration of Securities and exchange of the Securities at the Specified Corporate Trust Office transfers of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed Unless and until otherwise determined by the Company, and accepts such appointmentby Board Resolution, as initial Registrarthe Security Register initially shall be kept at the Principal Office of the Trustee. The Registrar will keep a record Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of all registering Securities (and transfers of Securities as herein provided and shall be considered an agent of the “Register”) at said officeCompany for this purpose. The Register will show Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the amount "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the SecuritiesCompany designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the date of issue, all subsequent transfers and changes of ownership in respect thereof Company shall execute and the namesTrustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, tax identifying numbers (if relevant to a specific holder), addresses in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holders of holder, or by his attorney duly authorized in writing, and recorded in the Securities and any payment instructions Security Register. There shall be only one Security Register with respect thereto (if different from to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a holder’s Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered address)holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Registrar will also maintain a record Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which will include notations as to whether the Securities shall have been paid designated for redemption in whole or cancelled, andin part except, in the case of mutilatedany Security to be redeemed in part, destroyedthe portion thereof not so to be redeemed, stolen or lost Securities(ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, whether such unless and until it is exchanged in whole or in part for the individual Securities have been replaced. In the case represented thereby, in definitive form, a Security in global form representing all or a portion of the replacement Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the SecuritiesCompany or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, such records will include notations or accompanied by a written instrument or instruments of each Security so replaced, transfer (in form reasonably satisfactory to the Company and the Security issued Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in replacement thereofwriting. In If at any time the case Depositary for the Securities of a series represented by one or more Securities in global form notifies the cancellation Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar Company shall upon prior written request make the Register and such records available during normal office hours appoint a successor Depositary with respect to the Company, or any Person authorized Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company in writingwithin 90 days after the Company receives such notice or becomes aware of such ineligibility, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.'s election pursuant to

Appears in 1 contract

Samples: Security and Pledge Agreement (Flag Telecom Holdings LTD)

Registration, Transfer and Exchange of Securities. (a) The Bank of New York MellonAn agent appointed by the Company, acting as the Company’s agent for such purposes (the “Registrar”), will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Bank of New York Mellon is hereby appointed by the Company, and accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates In acting hereunder and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above Securities, the Registrar shall be in written form in act solely as an agent of the English language or in any other form capable of being converted into such form within a reasonable timeCompany.

Appears in 1 contract

Samples: Nomura Holdings Inc

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