Transfer and Exchange Generally. (a) The Securities are transferable only upon the surrender thereof for registration of transfer. When a Security is presented to the Registrar with a duly executed Transfer Instrument substantially in the form of Exhibit C, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7. Prior to the due presentation for registration of transfer of any Security, the Person in whose name such Security is registered shall be treated as the absolute owner of such Security for the purpose of receiving payment of principal of, premium (if any) and interest on such Security (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generation. (b) When Securities are presented to the Registrar with a written request to exchange such Securities for Securities of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.7. (c) Following any request for transfer or exchange of one or more Securities made in compliance with clause (a) or (b), as the case may be, of this Section 2.7.1, CE Generation shall execute, and the Trustee shall authenticate and deliver, one or more new Securities of a like principal amount and in such authorized denominations as may be requested. No service charge shall be made for any registra tion of transfer or exchange of Securities, but CE Generation may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with any transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made pursuant to Section 2.11 or Section 8.5. (d) Transfers or exchanges of the Global Securities and beneficial interests therein shall be subject to the provisions of Section 2.7.2 and the rules of the Depositary. Transfers or exchanges of Certificated Securities shall be subject to the provisions of Section 2.7.3. (e) Except as otherwise provided herein, the Global Securities and each Certificated Security shall bear the Transfer Restriction Legend. By its acceptance of any Security bearing the Transfer Restriction Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Transfer Restriction Legend and agrees that it will transfer such Security only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) evidence reasonably satisfactory to CE Generation (which may, at CE Generation's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon. (f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ce Generation LLC)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.7SECTION 2.15(A).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.1SECTION 2.15(A), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of the same maturity, of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 SECTION 2.09, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 SECTION 2.15(B) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.3SECTION 2.15(C).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in SECTION 2.16. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) evidence reasonably satisfactory to CE Generation (which may, at CE Generation's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon.
(f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.this
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium make-whole amount (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.72.16(a).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.12.16(a), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 Sections 2.10, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 2.16(b) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.32.16(c).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in Section 2.17. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Private Placement Legend, the Trustee Registrar shall authenticate and deliver a Security Note with an equivalent principal amount not bearing the Transfer Restriction Private Placement Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) Company evidence reasonably satisfactory to CE Generation the Company (which may, at CE Generationthe Company's request, include an Opinion of Counsel) that neither the Transfer Restriction Private Placement Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security Note bearing the Transfer Restriction Private Placement Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security Note with an equivalent principal amount not bearing the Transfer Restriction Private Placement Legend. If the Transfer Restriction Private Placement Legend has been removed from a Security Note as provided in this clause (ev), the transfer of such Security Note shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Private Placement Legend, and no other Security Note issued in exchange for all or any part of such Security Note shall bear the Transfer Restriction Private Placement Legend unless CE Generation the Company has reasonable cause to believe that such other Security Note is a "restricted security" within the meaning of Rule 144 Restricted Security and instructs the Registrar in writing to cause the Transfer Restriction Private Placement Legend to appear thereon.
(fvi) All Securities None of the Company or the Trustee or the Registrar shall be liable for any delay by the Depositary in identifying the beneficial owners of the Notes, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Notes to be issued).
(vii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, make-whole amount, if any, and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by notice to the contrary. So long as the Depositary or its nominee is the Holder of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes hereunder and under the Notes. Any Holder of a Global Note, and each Person with an interest in such Global Note, shall, by acceptance of such Global Note or such interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.
(viii) Any Note issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing this Section 2.16 will evidence the same debt, debt and shall will be entitled to the same benefits and, unless otherwise provided for in this Indenture, subject to the same restrictions under this Indenture as the Securities Note or Notes surrendered upon such transfer or exchange.
(ix) The Registrar shall not be required to register the transfer of or exchange any Note (A) selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, (B) for a period beginning fifteen (15) days before the mailing of a notice of redemption of Notes and ending on the date of such mailing or (C) between a Record Date and the next succeeding Interest Payment Date.
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Transfer and Exchange Generally. (a) The Securities are transferable only upon the surrender thereof for registration of transfer. When a Security is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of Exhibit C, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any Security, the Person in whose name such Security is registered shall be treated as the absolute owner of such Security for the purpose of receiving payment of principal of, premium (if any) and interest on such Security (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security by the Registrar shall be deemed to be an acknowledgment of such transfer by CE GenerationFunding Company.
(b) When Securities are presented to the Registrar with a written request to exchange such Securities for Securities of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.7hereof.
(c) Following any request for transfer or exchange of one or more Securities made in compliance with clause (a) or (b), as the case may be, of this Section 2.7.1, CE Generation Funding Company shall execute, and the Bond Trustee shall authenticate and deliver, one or more new Securities of a like principal amount and in such authorized denominations as may be requested. No service charge shall be made for any registra tion registration of transfer or exchange of Securities, but CE Generation Funding Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with any transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made pursuant to Section 2.11 (Temporary Securities) or Section 8.57.7 (Reference in Securities to Supplemental Indentures).
(d) Transfers or exchanges of the Global Securities and beneficial interests therein shall be subject to the provisions of Section 2.7.2 (Transfers and Exchanges of the Global Securities and Beneficial Interests Therein) and the rules of the DepositaryDepositary (and Euroclear or Cedel, if applicable). Transfers or exchanges of Certificated Securities shall be subject to the provisions of Section 2.7.32.7.3 (Transfers and Exchanges of Certificated Securities).
(e) Except as otherwise provided herein, the each Global Securities Security and each Certificated Security shall bear the Transfer Restriction Legend. By its acceptance of any Security bearing the Transfer Restriction Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Transfer Restriction Legend and agrees that it will transfer such Security only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) Funding Company evidence reasonably satisfactory to CE Generation Funding Company (which may, at CE GenerationFunding Company's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation Funding Company has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon.
(f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE GenerationFunding Company, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Trust Indenture (New World Power Texas Renewable Energy Limited Partnership)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.72.15(a).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.12.15(a), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 2.09, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 2.15(b) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.32.15(c).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in Section 2.16. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) evidence reasonably satisfactory to CE Generation (which may, at CE Generation's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon.
(f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.this
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.7SECTION 2.15(A).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.1SECTION 2.15(A), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 SECTION 2.09, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 SECTION 2.15(B) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.3SECTION 2.15(C).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in SECTION 2.16. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) evidence reasonably satisfactory to CE Generation (which may, at CE Generation's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon.
(f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.this
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.72.15(a).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.12.15(a), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of the same maturity, of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 2.09, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 2.15(b) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.32.15(c).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in Section 2.16. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Legend, the Trustee shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) evidence reasonably satisfactory to CE Generation (which may, at CE Generation's request, include an Opinion of Counsel) that neither the Transfer Restriction Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security bearing the Transfer Restriction Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security with an equivalent principal amount not bearing the Transfer Restriction Legend. If the Transfer Restriction Legend has been removed from a Security as provided in this clause (e), the transfer of such Security shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Legend, and no other Security issued in exchange for all or any part of such Security shall bear the Transfer Restriction Legend unless CE Generation has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 and instructs the Registrar in writing to cause the Transfer Restriction Legend to appear thereon.
(f) All Securities issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing the same debt, and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.this
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Transfer and Exchange Generally. (ai) The Securities Notes are transferable only upon the surrender thereof for registration of transfer. When a Security Note is presented to the Registrar with a duly executed Transfer Instrument instrument of assignment and transfer substantially in the form of assignment attached to Exhibit CA or B, as applicable, the Registrar shall register the transfer as requested if such transfer complies with the provisions of this Section 2.7hereof. Prior to the due presentation for registration of transfer of any SecurityNote, the Person in whose name such Security Note is registered shall be treated as the absolute owner of such Security Note for the purpose of receiving payment of principal of, premium make-whole amount (if any) and interest on such Security Note (whether or not such payment is overdue) and for all other purposes whatsoever, notwithstanding any notice to the contrary. Registration of transfer of any Security Note by the Registrar shall be deemed to be an acknowledgment of such transfer by CE Generationthe Company.
(bii) When Securities Notes are presented to the Registrar with a written request to exchange such Securities Notes for Securities Notes of any authorized denominations and of a like aggregate principal amount, the Registrar shall make the exchange as requested if such exchange complies with the provisions of this Section 2.72.16(a).
(ciii) Following any request for transfer or exchange of one or more Securities Notes made in compliance with clause clauses (ai) or (bii), as the case may be, of this Section 2.7.12.16(a), CE Generation the Company shall execute, and the Trustee shall authenticate and deliver, one or more new Securities Notes of a like principal amount and in such authorized denominations as may be requested. No service charge Any exchange or transfer shall be made for any registra tion of transfer or exchange of Securitieswithout charge, but CE Generation except that the Company may require payment by the Holder of a sum sufficient to pay all taxes, assessments cover any tax or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange of Securities; provided, however, that no such requirement of payment shall apply to exchanges made other than any exchange pursuant to Section 2.11 Sections 2.10, 3.06, 4.12, 4.15 or Section 8.58.05 hereof.
(div) Transfers or exchanges of the Global Securities Notes and beneficial interests therein shall be subject to the provisions of Section 2.7.2 2.16(b) and the rules of the Depositary. Transfers or exchanges of Certificated Securities Notes shall be subject to the provisions of Section 2.7.32.16(c).
(ev) Except as otherwise provided herein, the Global Securities Notes and each Certificated Security Note shall bear the Transfer Restriction LegendPrivate Placement Legend as set forth in Section 2.17. By its acceptance of any Security Note bearing the Transfer Restriction Private Placement Legend, whether upon original issuance or subsequent transfer, each Holder of such a Security Note acknowledges the restrictions on transfer of such Security Note set forth in this Indenture and in the Transfer Restriction Private Placement Legend and agrees that it will transfer such Security Note only as provided in this Indenture. Upon the specific written request of a Holder to remove the Transfer Restriction Private Placement Legend, the Trustee Registrar shall authenticate and deliver a Security Note with an equivalent principal amount not bearing the Transfer Restriction Private Placement Legend if there is provided to CE Generation (which CE Generation shall confirm in writing to the Trustee) Company evidence reasonably satisfactory to CE Generation the Company (which may, at CE Generation's the Company’s request, include an Opinion of Counsel) that neither the Transfer Restriction Private Placement Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Upon a written request for the registration of transfer or exchange of a Security Note bearing the Transfer Restriction Private Placement Legend pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States, the Registrar shall authenticate and deliver a Security Note with an equivalent principal amount not bearing the Transfer Restriction Private Placement Legend. If the Transfer Restriction Private Placement Legend has been removed from a Security Note as provided in this clause (ev), the transfer of such Security Note shall not be subject to the restrictions on transfer set forth in the Transfer Restriction Private Placement Legend, and no other Security Note issued in exchange for all or any part of such Security Note shall bear the Transfer Restriction Private Placement Legend unless CE Generation the Company has reasonable cause to believe that such other Security Note is a "restricted security" within the meaning of Rule 144 Restricted Security and instructs the Registrar in writing to cause the Transfer Restriction Private Placement Legend to appear thereon.
(fvi) All Securities None of the Company or the Trustee or the Registrar shall be liable for any delay by the Depositary in identifying the beneficial owners of the Notes, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Notes to be issued).
(vii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, make-whole amount, if any, and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by notice to the contrary. So long as the Depositary or its nominee is the Holder of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes hereunder and under the Notes. Any Holder of a Global Note, and each Person with an interest in such Global Note, shall, by acceptance of such Global Note or such interest, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.
(viii) Any Note issued upon any transfer or exchange pursuant to the terms hereof shall be the valid obligations of CE Generation, evidencing this Section 2.16 will evidence the same debt, debt and shall will be entitled to the same benefits and, unless otherwise provided for in this Indenture, subject to the same restrictions under this Indenture as the Securities Note or Notes surrendered upon such transfer or exchange.
(ix) The Registrar shall not be required to register the transfer of or exchange any Note (A) selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, (B) for a period beginning fifteen (15) days before the mailing of a notice of redemption of Notes and ending on the date of such mailing or (C) between a Record Date and the next succeeding Interest Payment Date.
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Samples: Indenture (Healthsouth Corp)
