Registration Transfer Exchange and Ownership. 3.1 Fully Registered Debentures
(a) With respect to Debentures issuable as Fully Registered Debentures, the Company shall cause to be kept by and at the principal offices of the Trustee in Toronto, Ontario and by the Trustee or such other registrar as the Company, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Company may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debentures by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer.
(b) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in subsection 3.1(a) by the registered holder or such holder's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.
3.2 Transfer and Exchange of Restricted Debentures
(a) Transfer and Exchange of Restricted Debentures for Unrestricted Physical Debentures. A Restricted Debenture may be exchanged by the holder thereof for an Unrestricted Physical Debenture or transferred to a Person who takes delivery thereof in the form of an Unrestricted Physical Debenture if the Trustee receives a certificate from such holder in the form of Schedule "B" – Form of Transfer, including the certification in item (B) or (C)(i), and an opinion of counsel (or, if applicable, other evidence of exemption) in form reasonably satisfactory to the Company which provides for the removal of the U.S. Legend.
(b) Transfer and Exchange of Restricted Debentures for Restricted Debentures. A Restricted Debenture may be exchanged by the holder thereof for a Restricted Debenture or transferred to a Person who takes delivery thereof in the form of a Restricted Debenture if the Trustee receives a certificate from such hold...
Registration Transfer Exchange and Ownership.
Section 3.1 Fully Registered Debentures
(1) With respect to each series of Debentures issuable as Fully Registered Debentures, the Corporation shall cause to be kept by and at the principal office of the Trustee in Calgary, Alberta and by the Trustee or such other registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Debentures of such series or as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the holders of Fully Registered Debentures and particulars of the Debentures held by them respectively and of all transfers of Fully Registered Debentures. Such registration shall be noted on the Debenture register by the Trustee or other registrar unless a new Debenture shall be issued upon such transfer.
(2) No transfer of a Fully Registered Debenture shall be valid unless made on such register referred to in Section 3.1(1) by the registered holder or such holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other registrar upon surrender of the Debentures together with a duly executed form of transfer acceptable to the Trustee upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the Debenture by the Trustee or other registrar.
Registration Transfer Exchange and Ownership. 3.1 Register of Certificated Notes. 53
3.2 Global Notes 53 3.3 Transferee Entitled to Registration 55
3.4 No Notice of Trusts 55 3.5 Registers Open for Inspection 55 3.6 Transfers and Exchanges of Notes 55 3.7 Closing of Registers 63 3.8 Charges for Registration, Transfer and Exchange 63 3.9 Ownership of Notes 64 3.10 Cancellation and Destruction 65
Registration Transfer Exchange and Ownership. Section 3.1 Global Debentures or Book Based Only Debentures 34 Section 3.2 Fully Registered Debentures 37 Section 3.3 Transferee Entitled to Registration 39 Section 3.4 No Notice of Trusts 39 Section 3.5 Registers Open for Inspection 39 Section 3.6 Exchanges of Debentures 40 Section 3.7 Closing of Registers 40 Section 3.8 Charges for Registration, Transfer and Exchange 41 Section 3.9 Ownership of Debentures 41
Registration Transfer Exchange and Ownership. 3.1 Certificated Note
(a) With respect to the Notes, the Company shall cause to be kept by and at the principal office of the Trustee in Toronto, Ontario and by the Trustee or such other registrar as the Company, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Notes or as the Company may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders of Notes and particulars of the Notes held by them respectively and of all transfers of Notes. Such registration shall be noted on the Notes by the Trustee or other registrar unless a new Note shall be issued upon such transfer.
(b) No transfer of a Note shall be valid unless made on such register referred to in Section 3.1(a) by the registered Holder of such Note or such Xxxxxx's executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and substance and execution satisfactory to the Trustee or other registrar upon surrender of the Note, together with a duly executed form of transfer acceptable to the Trustee and upon compliance with such other reasonable requirements as the Trustee or other registrar may prescribe.
Registration Transfer Exchange and Ownership. 3.1 Register of Definitive Debentures and DRS Advices
(a) With respect to Definitive Debentures and/or DRS Advices, the Issuer shall cause to be kept by the Trustee at the principal office of the Trustee in Calgary, Alberta or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders and particulars of the Definitive Debentures and DRS Advices held by them respectively and of all transfers and exchanges of such Definitive Debentures and DRS Advices.
(b) No transfer of a Definitive Debenture and/or DRS Advice shall be valid unless (i) made by the Holder upon surrender of such Definitive Debenture and/or DRS Advice together with a duly executed form of transfer acceptable to the Trustee or other Registrar and upon compliance with such other reasonable requirements as the Trustee or other Registrar may prescribe and (ii) such transfer has been duly noted on such Definitive Debenture and on the registers by the Trustee or other Registrar.
(c) A Holder of a Definitive Debenture and/or DRS Advice may only transfer such Definitive Debenture and/or DRS Advice in compliance with the provisions of any legend or legends thereon restricting such transfer and in accordance with applicable law.
Registration Transfer Exchange and Ownership. 46 5.1 Register of Certificated Notes (a) Subject to the terms of any Supplemental Indenture, with respect to each series of Notes issuable in whole or in part as registered Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Notes of such series or as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders and particulars of the Notes held by them respectively and of all transfers of Notes. Such registration shall be noted on the relevant Notes by the Trustee or other Registrar unless a new Note shall be issued upon such transfer.
Registration Transfer Exchange and Ownership. Section 3.01 Fully Registered 6.25% Debentures.
(a) The 6.25% Debentures are issuable as Fully Registered 6.25% Debentures. The Company shall cause to be kept at the corporate trust office of the Canadian Trustee a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.03 being herein sometimes collectively referred to as the “6.25% Debenture Register,” which 6.25% Debenture Register shall constitute a Debt Security Register (as such term is defined in the Original Indenture)) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of 6.25% Debentures and of transfers of 6.25% Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Canadian Trustee is hereby appointed a “Debenture Registrar” and shall constitute a Registrar (as such term is defined in the Original Indenture) for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.03.
(b) No transfer of a Fully Registered 6.25% Debenture shall be valid unless made on such 6.25% Debenture Register by the registered holder or such holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Canadian Trustee or other registrar upon surrender of the 6.25% Debentures together with a duly executed form of transfer acceptable to the Canadian Trustee and upon compliance with such other reasonable requirements as the Canadian Trustee or other registrar may prescribe, or unless the name of the transferee shall have been noted on the 6.25% Debenture by the Canadian Trustee or other registrar. The 6.25% Debenture Register shall be maintained at all times in order to ensure that the 6.25% Debentures are in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986.
Registration Transfer Exchange and Ownership. Section 3.1 Fully Registered Debentures 28 Section 3.2 Global Debentures 28 Section 3.3 U.S. Restrictions 30 Section 3.4 Issuance of Restricted Debentures with U.S. Restrictions 31 Section 3.5 Transferee Entitled to Registration 32 Section 3.6 No Notice of Trusts 32 Section 3.7 Registers Open for Inspection 32 Section 3.8 Exchanges of Debentures 33 Section 3.9 Closing of Registers 33 Section 3.10 Charges for Registration, Transfer and Exchange 33 Section 3.11 Ownership of Debentures 34
Registration Transfer Exchange and Ownership. Section 3.1 Fully Registered Debentures 30 Section 3.2 Transferee Entitled to Registration 31 Section 3.3 No Notice of Trusts 32 Section 3.4 Registers Open for Inspection 32 Section 3.5 Exchanges of Debentures 32 Section 3.6 Closing of Registers 33 Section 3.7 Charges for Registration, Transfer and Exchange 33 Section 3.8 Ownership of Debentures 34
