Transfer and Exchange of Debentures. This Debenture is subject to restrictions upon transfer contained in the Debenture Purchase Agreement. Upon surrender of this Debenture at the principal executive office of the Corporation for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of this Debenture or part thereof), the Corporation shall execute and deliver, at the Corporation's expense (except as provided below), one or more new Debentures (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Debenture. Each such new Debenture shall be payable to such Person as the Holder may request. Each such new Debenture shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Debenture or dated the date of the surrendered Debenture if no interest shall have been paid thereon. The Corporation may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Debentures. This Debenture shall not be transferred in denominations of less than $1,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Debentures, one Debenture may be in a denomination of less than $1,000. Any transferee, by its acceptance of a Debenture registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in section 4.2(e) of the Debenture Purchase Agreement.
Appears in 3 contracts
Samples: Debenture Purchase Agreement (Moore Corporation LTD), Debenture Purchase Agreement (Moore Corporation LTD), Debenture Purchase Agreement (Chancery Lane/GSC Investors Lp)
Transfer and Exchange of Debentures. This Debenture is subject to restrictions upon transfer contained in the Debenture Purchase Agreement. Upon surrender of this any Debenture at the principal executive office of the Corporation Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder registered holder of such Debenture or his its attorney duly authorized in writing and accompanied by the address for notices of each transferee of this such Debenture or part thereof), the Corporation Company shall execute and deliver, at the CorporationCompany's expense (except as provided below), one or more new Debentures (as requested by the holder thereof) in exchange therefor, of the same Series as such surrendered Debenture and in an aggregate principal amount equal to the unpaid principal amount of the surrendered Debenture. Except with respect to the transfer of a Debenture from the Purchaser to an Affiliate, the Company may reasonably require an opinion of counsel of the transferee that such transfer is exempt from the registration requirements of the Securities Act and applicable U.S. blue sky laws. Each such new Debenture shall be payable to such Person as such holder may request and shall be substantially in the Holder may requestform of EXHIBIT 1, EXHIBIT 2, EXHIBIT 3, EXHIBIT 4, EXHIBIT 5 or EXHIBIT 6 as applicable. Each such new Debenture shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Debenture or dated the date of the surrendered Debenture if no interest shall have been paid thereon. The Corporation Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Debentures. This Debenture Debentures shall not be transferred in denominations of less than $1,000100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Debentures, one Debenture may be in a denomination of less than $1,000100,000. Any transferee, by its acceptance of a Debenture registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in section 4.2(e) of the Debenture Purchase AgreementSection 6.1.
Appears in 2 contracts
Samples: Investment Agreement (Cityxpress Com Corp), Loan and Security Agreement (Cityxpress Com Corp)
Transfer and Exchange of Debentures. This Debenture is The Debentures are subject to restrictions upon transfer. As long as such restrictions on transfer contained in the Debenture Purchase Agreement. Upon are complied with, upon surrender of this any Debenture at the principal executive office of the Corporation Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder registered holder of such Debenture or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of this such Debenture or part thereof), the Corporation Company shall execute and deliver, at the CorporationCompany's expense (except as provided below), one or more new Debentures (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Debenture. Each such new Debenture shall be payable to such Person as such holder may request and shall be substantially in the Holder may requestform of Exhibit 1. Each such new Debenture shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Debenture or dated the date of the surrendered Debenture if no interest shall have been paid thereon; provided, however, that the aggregate amount of interest payable during any quarter with respect to any transferred Debenture shall in no event exceed the amount of interest that would have been payable during such quarter with respect to such Debenture absent such transfer. The Corporation may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Debentures. This Debenture Debentures shall not be transferred in denominations of less than $1,000100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Debentures, one Debenture may be in a denomination of less than $1,000100,000. Any transferee, by its acceptance of a Debenture registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in section 4.2(e) of the Debenture Purchase AgreementSection 7.2.
Appears in 1 contract
Transfer and Exchange of Debentures. This Debenture is subject to restrictions upon transfer contained in the Debenture Purchase Agreement. Upon surrender of this any Debenture at the principal executive office of the Corporation Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder registered holder of such Debenture or his its attorney duly authorized in writing and accompanied by the address for notices of each transferee of this such Debenture or part thereof), the Corporation Company shall execute and deliver, at the CorporationCompany's expense (except as provided below), one or more new Debentures (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Debenture. Each such new Debenture shall be payable to such Person as such holder may request and shall be substantially in the Holder may requestform of Exhibit 1. Each such new Debenture shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Debenture or dated the date of the surrendered Debenture if no interest shall have been paid thereon. The Corporation 37 Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Debentures. This Debenture Debentures shall not be transferred in denominations of less than $1,0001,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Debentures, one Debenture may be in a denomination of less than $1,0001,000,000. Any transferee, by its acceptance of a Debenture registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in section 4.2(e) of the Debenture Purchase AgreementSection 6.3.
Appears in 1 contract
Samples: Purchase Agreement (Benesse Corp)