Restrictions on Transfer of Restricted Definitive Notes Sample Clauses

Restrictions on Transfer of Restricted Definitive Notes. (i) Transfers by an owner of a beneficial interest in a Restricted Definitive Note to a transferee who takes delivery of such interest through another Restricted Definitive Note shall be made in accordance with the Indenture and the legends set forth therein, and only upon receipt by the Security Registrar of a certification from the transferor in the form set forth on the reverse side of the form of the Notes in Exhibit A hereto for registration and upon delivery of such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. (ii) Beneficial interests in a Restricted Definitive Note may be exchanged for beneficial interests in an unrestricted Global Note (a) if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of a transfer effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement or such transfer is made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the form of the Notes in Exhibit A) and upon delivery of such legal opinions, certifications, and other information as the Company or the Trustee may reasonably request or (b) in the event that the Company at any time in its sole discretion determines that the Additional Notes shall, in whole or in part, be issuable in the form of one or more Global Notes. (iii) If any such transfer is effected pursuant to subparagraph (ii) above, at a time when a Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 3.3 of the Base Indenture, the Trustee shall authenticate one or more Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (ii) above.
Sample 1
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Related to Restrictions on Transfer of Restricted Definitive Notes

  • Definitions For purposes of this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

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