Security Registrar, Paying Agent and Conversion Agent Sample Clauses

Security Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.05 and 4.02 of the Original Indenture, with respect to the Notes, shall be located in New York City. The Company shall also maintain an office in New York City where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 4.02 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06 of the Original Indenture. The Company may act as Conversion Agent. The Company may remove any Conversion Agent upon written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.10 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.
Sample 1
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Security Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Security Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”) and an office or agency where Securities may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Security Registrar shall keep a register of the Securities (the
Sample 1
Security Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Security Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”) and an office or agency where Securities may be presented for conversion (the “Conversion Agent”), in each case, in the Borough of Manhattan, The City of New York. The Company initially appoints the Trustee as Security Registrar, Conversion Agent and Paying Agent in connection with the Securities. The Bank of New York, an Affiliate of the Trustee, located at 000 Xxxxxxx Xxxxxx, 8W, New York, New York 10286, Attn: Corporate Trust Administration, shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Conversion Agent or Security Registrar. The Company may from time to time appoint one or more additional Conversion Agents, Paying Agents and co-registrars and may from time to time rescind such designations.
Sample 1
Security Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where the 2007 Notes may be presented for registration of transfer or for exchange ("Security Registrar"), an office or agency where the 2007 Notes may be presented for purchase or payment ("Paying Agent") and an office or agency where the 2007 Notes may be presented for conversion ("Conversion Agent"). The Security Registrar shall keep a register of the 2007 Notes and of their transfer and exchange ("Securities Register"). The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.05. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent, Conversion Agent or co-registrar (that is not also the Trustee). The agreement shall implement the provisions of this First Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Security Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 607 of the Original Indenture. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Security Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Security Registrar, Conversion Agent and Paying Agent in connection with the 2007 Notes.
Sample 1
Security Registrar, Paying Agent and Conversion Agent. (a) The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Security Registrar”), an office or agency where Securities may be presented for payment (the “Paying Agent”) and an office or agency where Securities may be presented for conversion (the “Conversion Agent”), in each case, in the Borough of Manhattan, The City of New York. The Company initially appoints the Trustee as Security Registrar, Conversion Agent and Paying Agent in connection with the Securities. The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Conversion Agent or Security Registrar. The Company may from time to time appoint one or more additional Conversion Agents, Paying Agents and co-registrars and may from time to time rescind such designations.
Sample 1
Security Registrar, Paying Agent and Conversion Agent. Initially, the Trustee shall act as Security Registrar, Paying Agent and Conversion Agent. The Company may appoint and change any Security Registrar, Paying Agent and Conversion Agent without notice, other than notice to the Trustee, except that the Company shall maintain at least one Paying Agent in the State of New York, The City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Security Registrar, Paying Agent or Conversion Agent.
Sample 1
Security Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Section 1002 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company at the Corporate Trust Office pursuant to Section 1002 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Company shall act as Conversion Agent. In addition to Section 1002 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 610 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders.
Sample 1
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Security Registrar, Paying Agent and Conversion Agent 
Sample 1

Related to Security Registrar, Paying Agent and Conversion Agent

  • Registrar, Paying Agent and Conversion Agent The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be presented for payment (each, a “Paying Agent”), one or more offices or agencies where Notes may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent, Registrar, and Conversion Agent, and the Corporate Trust Office of the Trustee as such office or agency of the Company for each of the aforesaid purposes.

  • Paying Agent, Registrar, Conversion Agent Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without prior notice.

  • Paying Agent, Registrar and Conversion Agent Initially, the Trustee will act as Paying Agent, Registrar and Conversion Agent. The Company may change the Paying Agent, Registrar and Conversion Agent without prior notice to the Holders of the Notes. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or Conversion Agent.

  • Paying Agent, Conversion Agent and Registrar Initially, the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar. The Company may maintain deposit accounts and conduct other banking transactions with the Trustee in the normal course of business.

  • Paying Agent and Security Registrar The Trustee will act as Paying Agent, Security Registrar and Conversion Agent. The Company may change any Paying Agent, Security Registrar, co-registrar or Conversion Agent without prior notice. The Company or any of its Affiliates may act in any such capacity.

  • Registrar, Transfer Agent and Paying Agent The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and an office or agency where the Notes may be presented for payment (“Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Company. The Company may appoint one or more co-registrars, one or more transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock Exchange.

  • Security Registrar and Paying Agent The Issuer shall maintain an office or agency in The City of New York where Securities may be presented for registration of transfer or for exchange (the “Security Registrar”) and an office or agency in The City of New York where Securities may be presented for payment to the Paying Agent. The Security Registrar shall keep a register of the Securities and of their transfer and exchange (the register maintained in the office of the Security Registrar and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Security Register”). The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. The Issuer shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Securities Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Issuer initially appoints the Trustee as Security Registrar and Paying Agent in connection with the Securities.

  • Paying Agent, Transfer Agent and Registrar Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

  • Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent or Note Registrar.

  • Paying Agent and Registrar Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

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