Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request: (i) to register the transfer of such Definitive Notes; or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (B) if such Definitive Notes are being transferred to the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 8 contracts
Samples: Indenture (Anywhere Real Estate Group LLC), Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in are being transferred, or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to or in reliance upon another compliance with an exemption from the registration requirements of the Securities ActAct other than Rule 144, Rule 903 or Rule 904, (xi) a certification to that effect (in the form set forth in Exhibit B) and (yii) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 6 contracts
Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 4 contracts
Samples: First Supplemental Indenture (Charles River Laboratories International, Inc.), First Supplemental Indenture (Syneos Health, Inc.), Second Supplemental Indenture (Charles River Laboratories International, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Bii) if such Definitive Notes are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Ciii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BB attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 4 contracts
Samples: Indenture (Fitzgeralds Gaming Corp), Indenture (American Restaurant Group Inc), Indenture (Atlantic Express Transportation Corp)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Transfer Restricted Notes, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Definitive Notes are being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Definitive Notes are being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Definitive Notes are being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and (y) C hereto from the transferee, and, if the Issuers so requestsuch transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 4 contracts
Samples: Indenture, Indenture (CGG), Indenture (CGG Marine B.V.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with Upon request by a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount Holder of Definitive Notes and such Holder's compliance with the provisions of other authorized denominationsthis Section 2.06(e), the Registrar shall register the transfer or make exchange of Definitive Notes. Prior to such registration of transfer or exchange, the exchange as requested if requesting Holder shall present or surrender to the reasonable requirements for such transaction are met; provided, however, that Registrar the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
(2) in . In addition, the case of Transfer Restricted Notesrequesting Holder shall provide any additional certifications, are accompanied by the following additional information documents and documentsinformation, as applicable, pursuant to the provisions of this Section 2.06(e).
(i) Restricted Definitive Notes may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following:
(A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A under the Registrar by Securities Act, then the transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof;
(B) if such Definitive Notes are being transferred the transfer will be made pursuant to Rule 904, then the Issuers, transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand
(C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certification to that effect (certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.
(ii) Restricted Definitive Notes may be exchanged by any Holder thereof for an Unrestricted Definitive Note or transferred to Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:
(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;
(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
(D) the Registrar receives the following:
(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;
(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and
(3) in each such case set forth in Exhibit B) and this subparagraph (y) if the Issuers so requestD), an opinion Opinion of counsel or other evidence Counsel in form reasonably satisfactory to them as acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions set forth on transfer contained herein and in the legend set forth Private Placement Legend are not required in Section 2.3(e)(i)order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.
(iii) A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.
Appears in 4 contracts
Samples: Indenture (L-3 Communications Cincinnati Electronics CORP), Indenture (L 3 Communications Holdings Inc), Indenture (Eer Systems Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Bii) if such Definitive Notes are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Ciii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BB attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Issuers and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 4 contracts
Samples: Indenture (Majestic Investor Capital Corp), Indenture (Majestic Investor Capital Corp), Indenture (Peninsula Gaming Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
request (ix) to register the transfer of such Definitive Notes; or
Notes or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2ii) in the case of if such Definitive Notes are required to bear a Transfer Restricted NotesNotes legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.2(c) hereof or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany or any Subsidiary of the Company, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, : (x1) a certification to that effect (in the form set forth in Exhibit B) and (y2) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)2.2(d)(i) hereof.
Appears in 3 contracts
Samples: Third Supplemental Indenture (Chemours Co), Second Supplemental Indenture (Chemours Co), Supplemental Indenture (Chemours Co)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto), a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit Bof EXHIBIT B-3 hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).and
Appears in 3 contracts
Samples: Indenture (Standard Parking Ii LLC), Supplemental Indenture (Apcoa Inc), Supplemental Indenture (Century Parking Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), and a certification substantially in the form set forth of Exhibit C hereto from the transferee, and, if such transfer is in Exhibit B) and (y) if the Issuers so requestrespect of an aggregate principal amount of Notes of less than $100,000, an opinion Opinion of counsel or other evidence reasonably satisfactory to them as Counsel acceptable to the Company that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 3 contracts
Samples: Indenture (Trico Marine Services Inc), Indenture (Trico Marine Services Inc), Indenture (Trico Marine Services Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; andwriting and the Registrar receives the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), and a certification substantially in the form set forth of Exhibit C hereto from the transferee, and, if such transfer is in Exhibit B) and (y) if the Issuers so requestrespect of an aggregate principal amount of Notes of less than $100,000, an opinion Opinion of counsel or other evidence reasonably satisfactory to them as Counsel acceptable to the Company that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 3 contracts
Samples: Indenture (American Eco Corp), Indenture (Pumpkin Air Inc), Indenture (Frontier Oil Corp /New/)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Note) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 3 contracts
Samples: Indenture (Beacon Roofing Supply Inc), Indenture (Beacon Roofing Supply Inc), Indenture (Beacon Roofing Supply Inc)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries, (2) in a transaction permitted by Rule 144 under the Securities Act or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), and a certification substantially in the form set forth in of Exhibit B) and (y) if C hereto from the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)transferee.
Appears in 3 contracts
Samples: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Transfer Restricted Notes, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Definitive Notes are being transferred (1) to the Parent or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Definitive Notes are being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Definitive Notes are being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and (y) C hereto from the transferee, and, if the Issuers so requestsuch transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 3 contracts
Samples: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries, (2) in a transaction permitted by Rule 144 under the Securities Act or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), and a certification substantially in the form set forth of Exhibit C hereto from the transferee, and, if such transfer is in Exhibit B) and (y) if the Issuers so requestrespect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 2 contracts
Samples: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Ascent Energy Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or -----------
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); -----------
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification ----------- substantially in the form of Exhibit C hereto, and, if such transfer is in --------- respect of an-aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB-3 hereto) and (y) if an Opinion of Counsel from ----------- such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Indenture (Diamond Brands Inc), Indenture (Diamond Brands Operating Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Security Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (Ax) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect effect; or (in the form set forth on the reverse side of the Initial Note); or
(By) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Security Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.12(e)(i).
Appears in 2 contracts
Samples: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
request (ix) to register the transfer of such Definitive Notes; or
Notes or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2ii) in if such Definitive Notes are required to bear a Restricted Notes legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.3(c) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a Subsidiary Guarantor or any Subsidiary thereof, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect (in the form set forth in Exhibit B) and (yII) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(d)(i).
Appears in 2 contracts
Samples: Tenth Supplemental Indenture (Chesapeake Energy Corp), Sixth Supplemental Indenture (Chesapeake Energy Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or co-Registrar with a request:
(i) to register the transfer of such the Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the reasonable requirements under this Indenture as set forth in this Section 2.16 for such transaction transactions are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1I) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2II) in the case of Transfer Restricted NotesDefinitive Notes the offer and sale of which have not been registered under the Securities Act and are presented for transfer or exchange prior to (x) the date which is two years after the later of the date of original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Note or any predecessor thereto and (y) such later date, are accompanied if any, as may be required by any subsequent change in applicable law (the "Resale Restriction Termination Date"), such Definitive Notes shall be accompanied, in the sole discretion of the Company, by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Note is being delivered to the Registrar or co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(B) if such Definitive Notes are Note is being transferred to the Issuersa Qualified Institutional Buyer in accordance with Rule 144A, a certification to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(C) if such Definitive Notes are Note is being transferred pursuant in reliance on Regulation S, delivery of a certification to that effect (substantially in the form of Exhibit B hereto) and a transferor certificate for Regulation S transfers substantially in the form of Exhibit D hereto; or
(D) if such Definitive Note is being transferred to an exemption from registration Institutional Accredited Investor, delivery of certification to that effect (substantially in accordance the form of Exhibit B hereto), certificates of the transferee in substantially the form of Exhibit C and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or
(E) if such Definitive Note is being transferred in reliance on Rule 144 under the Securities Act or Act, delivery of a certification to that effect substantially in the form of Exhibit B hereto and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or
(F) if such Definitive Note is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (substantially in the form set forth in of Exhibit BB hereto) and (y) if and, at the Issuers so requestoption of the Company, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as the Company to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Indenture (Trump Indiana Inc), Indenture (Trump Indiana Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount at Maturity of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, Notes are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Company, the Registrar or the Trustee so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iParagraph 2.3(d)(i).
Appears in 2 contracts
Samples: Indenture (Broadwing Communications Inc), Indenture (Broadwing Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 2 contracts
Samples: Indenture (Domus Holdings Corp), Indenture (Realogy Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Securities Registrar with a request:
request to (i) to register the transfer of such Definitive Notes; or
, or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are metrequested; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2ii) in if such Definitive Notes bear a Restricted Notes Legend and are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act or pursuant to clause (A), (B), (C), or (D) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany or any of its Subsidiaries (except in connection with a Registered Exchange Offer), a certification to that effect (in the form set forth on the reverse side of the Initial NoteForm of Note attached hereto as Exhibit A); or
(B) if such Notes are being transferred to a person the Holder reasonably believes is a QIB acquiring for its own account or for the account of one or more QIBs to whom notice is given that such transfer is being made in reliance on Rule 144A, a certification by each of the transferor and the transferee in the form set forth on the reverse of the Form of Note attached hereto as Exhibit A; or
(C) if such Definitive Notes are being transferred in an offshore transaction to a non-U.S. person in accordance with Rule 903 or 904 of Regulation S, (i) a certification to that effect (in the form set forth on the reverse of the Note) and (ii) if the Company or the Trustee so requests, as provided on the reverse of the Form of Note in Exhibit A, an Opinion of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Regulation S Restricted Legend in Exhibit A hereto; or
(D) if such Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in on the reverse of the Form of Note attached hereto as Exhibit BA) and (yii) if the Issuers Company or the Trustee so requestrequests, as provided in the reverse of the Form of Note in Exhibit A, an opinion Opinion of counsel Counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth Rule 144A Restricted Legend in Section 2.3(e)(i)Exhibit A hereto.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, howeverPROVIDED, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Bii) if such Definitive Notes are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Ciii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BB attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory acceptable to them as DIMAC Holdings and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Indenture (Dimac Holdings Inc), Securities Purchase Agreement (DMW Worldwide Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (Ax) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect effect; or (in the form set forth on the reverse side of the Initial Note); or
(By) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in each case in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.02(e)(ii).
Appears in 2 contracts
Samples: First Supplemental Indenture (GXO Logistics, Inc.), First Supplemental Indenture (XPO Logistics, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)) of this Appendix.
Appears in 2 contracts
Samples: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(ia) to register the transfer of such Definitive Notes; or
(iib) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing; and
(2ii) in the case of Transfer Restricted Notes, are shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder Noteholder for registration in the name of such HolderNoteholder, without transfer, a certification from such Holder Noteholder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany or pursuant to an effective registration statement under the Securities Act of 1933, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 Regulation S under the Securities Act or (ii) in reliance upon another exemption from the registration requirements of the Securities Act, Act (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in requirements of the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Fiscal and Paying Agency Agreement, Fiscal and Paying Agency Agreement (Manpower Inc /Wi/)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (Ax) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect effect; or (in the form set forth on the reverse side of the Initial Note); or
(By) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in each case in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iSection 2.02(e)(ii).
Appears in 2 contracts
Samples: First Supplemental Indenture (XPO Logistics, Inc.), First Supplemental Indenture (RXO, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Security Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (Ax) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect effect; or (in the form set forth on the reverse side of the Initial Note); or
(By) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in each case in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Security Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.12(e)(ii).
Appears in 2 contracts
Samples: Supplemental Indenture (Carrier Global Corp), Supplemental Indenture (Otis Worldwide Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Indenture (Musicland Stores Corp), Indenture (Musicland Group Inc /De)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with Upon request by a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount Holder of Definitive Notes and such Holder's compliance with the provisions of other authorized denominationsthis Section 2.06(e), the Registrar shall register the transfer or make exchange of Definitive Notes. Prior to such registration of transfer or exchange, the exchange as requested if requesting Holder shall present or surrender to the reasonable requirements for such transaction are met; provided, however, that Registrar the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
(2) in . In addition, the case of Transfer Restricted Notesrequesting Holder shall provide any additional certifications, are accompanied by the following additional information documents and documentsinformation, as applicable, pursuant to the provisions of this Section 2.06(e).
(i) Restricted Definitive Notes may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following:
(A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A under the Registrar by Securities Act, then the transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof;
(B) if such Definitive Notes are being transferred the transfer will be made pursuant to Rule 904, then the Issuers, transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand
(C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certification to that effect (certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.
(ii) Restricted Definitive Notes may be exchanged by any Holder thereof for an Unrestricted Definitive Note or transferred to Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:
(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;
(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
(C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
(D) the Registrar receives the following:
(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;
(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and
(3) in each such case set forth in Exhibit B) and this subparagraph (y) if the Issuers so requestD), an opinion Opinion of counsel or other evidence Counsel in form reasonably satisfactory to them as acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions set forth on transfer contained herein and in the legend set forth Private Placement Legend are not required in Section 2.3(e)(i)order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.
(iii) A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.
Appears in 2 contracts
Samples: Indenture (L 3 Communications Holdings Inc), Indenture (L 3 Communications Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 2 contracts
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteEXHIBIT B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto), a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit Bof EXHIBIT B-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 2 contracts
Samples: Indenture (J Crew Group Inc), Indenture (Crew J Operating Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A1) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B2) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(Ciii) in the case of Transfer Restricted Notes, if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Security Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.05(e)(i).
Appears in 2 contracts
Samples: First Supplemental Indenture, First Supplemental Indenture (Whole Foods Market Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
request (ix) to register the transfer of such Definitive Notes; or
Notes or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction are met; provided, however, that the if such Definitive Notes surrendered for transfer or exchange:
exchange are required to bear a Restricted Legend, then they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(c) or pursuant to clause (1A), (B) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers (C) below, and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a Subsidiary Guarantor or any Subsidiary thereof, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144 144A or Regulation S under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, : (xI) a certification to that effect (in the form set forth in Exhibit B) and (yII) if the Issuers Company or the Trustee so requestrequests in connection with a transfer in accordance with Regulation S during the Restricted Period or a transfer pursuant to clause (y), an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)applicable Restricted Legend.
Appears in 1 contract
Samples: First Supplemental Indenture (Patterson Uti Energy Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Debt Security Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Debt Security Registrar shall register the transfer or make the exchange as requested if the reasonable requirements set forth in the Indenture for such transaction are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, Registrar duly executed by the Holder thereof or his attorney duly authorized in writing; and
and (2ii) in the case of Transfer Restricted Notes that are Definitive Notes, are such Notes shall be (A) transferred or exchanged pursuant to an effective registration statement under the Securities Act or (B) shall be accompanied by the following additional information and documents, as applicable:
(A1) if such Definitive Transfer Restricted Notes are being delivered to the Debt Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial NoteNotes); or
, (B2) if such Definitive Transfer Restricted Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial NoteNotes); or
, (C3) if such Definitive Transfer Restricted Notes are being transferred to an accredited investor, a certification to that effect (in the form set forth on the reverse of the Notes) and a letter in the form of Annex A hereto or (4) if such Transfer Restricted Notes are being delivered to the Debt Security Registrar by a Holder for transfer pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse of the Notes) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)therewith.
Appears in 1 contract
Samples: Supplemental Indenture (Armco Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
: (i) to register the transfer of such Definitive Notes; or
or (ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, ; the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
4 (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
and (2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel of recognized standing or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i). (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1) to the Issuer, (2) to the Registrar for registration in the name of a Holder, without transfer, (3) pursuant to an effective registration statement under the Securities Act, (4) to a QIB in accordance with Rule 144A, (5) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act or (6) pursuant to another available exemption from the registration requirements of the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase; then, the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.4, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(ia) to register the transfer of such Definitive Notes; or
(iib) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing; and
(2ii) in the case of Transfer Restricted Notes, are shall be accompanied by the following additional information and documents, as applicable:: Table of Contents
(A) if such Definitive Notes are being delivered to the Registrar by a Holder Noteholder for registration in the name of such HolderNoteholder, without transfer, a certification from such Holder Noteholder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany or pursuant to an effective registration statement under the Securities Act of 1933, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 Regulation S under the Securities Act or (ii) in reliance upon another exemption from the registration requirements of the Securities Act, Act (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in requirements of the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Fiscal and Paying Agency Agreement (Manpower Inc /Wi/)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder holder for registration in the name of such Holderholder, without transfer, a certification from such Holder holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Note) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(d)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
request to (i1) to register the transfer of such Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for registration of transfer or exchange:
(1a) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his such Holder’s attorney duly authorized in writing; and
(2b) in the case of Transfer Restricted Notes that are Definitive Notes, are shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Transfer Restricted Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(Bii) if such Definitive Notes are Transfer Restricted Note is being transferred to a QIB that is aware that any sale of Notes to it will be made in reliance on Rule 144A under the IssuersSecurities Act and that is acquiring such Transfer Restricted Note for its own account or for the account of another such QIB, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(Ciii) if such Definitive Notes are Transfer Restricted Note is being transferred pursuant to an exemption from registration in accordance with Rule 144 144, or outside the United States of America in an offshore transaction in compliance with Rule 904 under the Securities Act Act, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Note); or
(iv) if such Transfer Restricted Note is being transferred in reliance upon on another exemption from the registration requirements of the Securities ActAct and with all applicable securities laws of the States of the United States of America, (x) a certification from such Holder to that effect (in substantially the form set forth in Exhibit Bon the reverse of the Note) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and to the Registrar, if the Company so requests, to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, ; the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or;
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel of recognized standing or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(Bii) if such Definitive Notes are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(Ciii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BB hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Notes surrendered for transfer or exchange:
(1a) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Companies and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2b) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act pursuant to Section 2.02, or pursuant to clause (i), (ii) or (iii) below, and are accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(Bii) if such Definitive Notes are being transferred to the IssuersCompanies, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(Ciii) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or 144, (y) in reliance upon on another exemption from the registration requirements of the Securities Act or (z) to an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such an Institutional Accredited Investor, in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, : (xA) a certification to that effect (in the form set forth in Exhibit Bon the reverse of the Note) and (B) in the case of clause (y), an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Companies to the effect that such transfer is in compliance with the Securities Act and (C) in the case of clause (z), if the Issuers so requestaggregate principal amount of such Definitive Notes being transferred is less than $100,000, an opinion of counsel or other evidence reasonably satisfactory addressed to them the Companies as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Exhibit A hereto.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
: (ix) to register the transfer of such the Definitive Notes; or
or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are metrequested; provided, however, that the Definitive Notes presented or surrendered for register of transfer or exchange:
: (1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney or her attorney, duly authorized in writing; and
and (2ii) in the case of a Definitive Note that is a Transfer Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
: (A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from or such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to the IssuersCompany, a certification to that effect from such Holder (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or
(CB) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); (C) if such Transfer Restricted Security is being transferred to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or (D) if such Transfer Restricted Security is being transferred in reliance upon another on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth Securities Act. (c) Transfer of a Beneficial Interest in the legend set forth in Section 2.3(e)(i)a Global Note for a Definitive Note.
Appears in 1 contract
Samples: Indenture (Metal Management Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Initial Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with Upon request by a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount Holder of Definitive Notes and such Holder's compliance with the provisions of other authorized denominationsthis Section 2.06(e), the Registrar shall register the transfer or make exchange of Definitive Notes. Prior to such registration of transfer or exchange, the exchange as requested if requesting Holder shall present or surrender to the reasonable requirements for such transaction are met; provided, however, that Registrar the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
(2) in . In addition, the case of Transfer Restricted Notesrequesting Holder shall provide any additional certifications, are accompanied by the following additional information documents and documentsinformation, as applicable, pursuant to the provisions of this Section 2.06(e).
(i) Restricted Definitive Notes may be transferred to and registered in the name of Persons who take delivery thereof if the Registrar receives the following:
(A) if such Definitive Notes are being delivered the transfer will be made pursuant to Rule 144A, then the Registrar by transferor must deliver a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note); orcertifications in item (1) thereof;
(B) if such Definitive Notes are being transferred the transfer will be made pursuant to Rule 904, then the Issuers, transferor must deliver a certification to that effect (certificate in the form set forth on of Exhibit B hereto, including the reverse side of the Initial Note)certifications in item (2) thereof; orand
(C) if such Definitive Notes are being transferred the transfer will be made pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certification to that effect (certificate in the form of Exhibit B hereto, including the certifications in item (3)(d) thereof, (y) to the extent required by item (3)(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to Services and the Registrar to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 under the Securities Act or Rule 904, a certificate from the transferee in the form of Exhibit D hereto.
(ii) Restricted Definitive Notes may be exchanged by any Holder thereof for an Unrestricted Definitive Note or transferred to Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:
(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144 under the Securities Act) of Services;
(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
(C) any such transfer is effected by a Participating Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
(D) the Registrar receives the following (all of which may be submitted by facsimile):
(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof;
(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such transferor in the form of Exhibit B hereto, including the certifications in item (4) thereof; and
(3) in each such case set forth in Exhibit B) and this subparagraph (y) if the Issuers so requestD), an opinion Opinion of counsel or other evidence Counsel in form reasonably satisfactory acceptable to them as Services to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions set forth on exchange or transfer contained herein and in the legend set forth Private Placement Legend are not required in Section 2.3(e)(i)order to maintain compliance with the Securities Act, and such Restricted Definitive Note is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States.
(iii) A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request for such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. Unrestricted Definitive Notes cannot be exchanged for or transferred to Persons who take delivery thereof in the form of a Restricted Definitive Note.
Appears in 1 contract
Samples: Indenture (Corecomm Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount at maturity of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Holdings and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, Notes are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersHoldings, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Holdings so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(d)(i).
Appears in 1 contract
Samples: Indenture (Maxxim Medical Inc/Tx)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; providedprovided that, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Bii) if such Definitive Notes are Restricted Security is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Ciii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BB attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Issuers and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Majestic Star Casino LLC)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit BC) and (y) if the Issuers Issuer so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (Thor Industries Inc)
Transfer and Exchange of Definitive Notes. Definitive Notes shall be issued in registered form and shall be transferable only upon the surrender of Definitive Notes for registration of transfer. When Definitive Notes are presented to the Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) or to exchange such Definitive Notes them for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the any Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers Registrar and the Registrar, Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing; and
(2ii) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.06(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, CVS a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, : (xi) a certification certificate to that effect (in the form set forth in Exhibit B) on the reverse of the Note), and (yii) if CVS or the Issuers Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i).
Appears in 1 contract
Samples: Indenture (CVS Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction trans actions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesNote, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit C attached hereto); or
(Bii) if such Definitive Notes are Restricted Note is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the IssuersSecurities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit C attached hereto); or
(Ciii) if such Definitive Notes are Restricted Note is being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BC attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (Western Digital Corp)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or in reliance upon another exemption from the registration requirements 904 under Regulation S of the Securities Act, (x) a certification to that effect from such Holder (substantially in the form set forth in of Exhibit BB-3 hereto but containing the certification called for by clauses (1) and through (y4) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iExhibit B-1 hereto).
Appears in 1 contract
Samples: Indenture (CGG)
Transfer and Exchange of Definitive Notes. Definitive Notes shall be issued in registered form and shall be transferable only upon the surrender of Definitive Notes for registration of transfer. When Definitive Notes are presented to the Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) or to exchange such Definitive Notes them for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the any Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers Registrar and the Registrar, Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing; and
(2ii) in the case of Transfer Restricted Notesare being transferred pursuant to Section 2.06(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, Company a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 144, Rule 144A or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, : (xi) a certification certificate to that effect (in the form of Annex A set forth in Exhibit B) on the reverse of the Note), and (yii) if the Issuers Company or Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i); or
(D) if such Definitive Notes are being transferred to an IAI pursuant to an exemption from the registration requirements of the Securities Act other than those listed in clause (C) above: (i) a certificate to that effect (in the form of Annex B set forth on the reverse of the Note), and (ii) if the Company or Registrar so requests, evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.06(d)(i).
Appears in 1 contract
Samples: Indenture (Giant Industries Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Security Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2B) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
: (Ax) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect effect; or (in the form set forth on the reverse side of the Initial Note); or
(By) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (yii) if the Issuers Company or Security Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.11(e)(i).
Appears in 1 contract
Samples: Supplemental Indenture (Cigna Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i). (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, together with:
(i) certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (1) to a QIB in accordance with Rule 144A, (2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit B or (3) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and
(ii) written instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.4, the Issuer shall issue and the Trustee shall authenticate, upon an Issuer Order, a new Global Note in the appropriate principal amount.
Appears in 1 contract
Samples: Indenture (Domus Holdings Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesNote, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuerstrans fer, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit C attached hereto); or
(Cii) if such Definitive Notes are Restricted Note is being transferred pursuant to an exemption from registration a QIB in accordance with Rule 144 144A or pursuant to an effective registration statement under the Securities Act or Act, a certification to that effect (in substantially the form of Exhibit C attached hereto); or
(iii) if such Restricted Note is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit BC attached hereto) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:
: (ix) to register the transfer of such Definitive Notes; or
or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
and (2) in if such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
or (B) if such Definitive Notes are being transferred to the Issuersan Issuer or a Guarantor, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
or (C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).the
Appears in 1 contract
Samples: Indenture (Borr Drilling LTD)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted Notes, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from or such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are Transfer Restricted Note is being transferred to the IssuersCompany or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form set forth on the reverse side of the Initial NoteEXHIBIT B-3 hereto); or
or (CB) if such Definitive Notes are Transfer Restricted Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the pursuant to an effective registration requirements of statement under the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit B) and of EXHIBIT B-3 hereto); or (yC) if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Issuers so requestSecurities Act, an opinion a certification to that effect from such Holder (in substantially the form of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iEXHIBIT B-3 hereto).;
Appears in 1 contract
Samples: Indenture (Mark Iv Industries Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securi- ties Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and any applicable blue sky laws of any state of the United States; or
(E) if such Transfer Restricted Security is being transferred in reliance upon another on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 1 contract
Samples: Indenture (WHX Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount at maturity of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, Notes are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(d)(i).
Appears in 1 contract
Samples: Indenture (Maxxim Medical Inc/Tx)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:
request (ix) to register the transfer of such Definitive Notes; or
or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2ii) in if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act, (xi) a certification to that effect (in the form set forth in Exhibit Bon the reverse of the Note) and (yii) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them the Issuers as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1a) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2b) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act pursuant to Section 2.02, or pursuant to clause (i), (ii) or (iii) below, and are accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(Bii) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(Ciii) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or 144, (y) in reliance upon on another exemption from the registration requirements of the Securities Act or (z) to an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such an Institutional Accredited Investor, in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, : (xA) a certification to that effect (in the form set forth in Exhibit Bon the reverse of the Note) and (B) in the case of clause (y), an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and (C) in the case of clause (z), if the Issuers so requestaggregate principal amount of such Definitive Notes being transferred is less than $100,000, an opinion of counsel or other evidence reasonably satisfactory addressed to them the Company as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Exhibit A hereto.
Appears in 1 contract
Samples: First Supplemental Indenture (Cleveland Electric Illuminating Co)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend legends set forth in Section 2.3(e)(i2.3(d)(i).
Appears in 1 contract
Samples: Indenture (Realogy Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) the request to register the transfer of such the Definitive Notes; or
(ii) , or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Trustee and the Registrar, Registrar duly executed by the Holder thereof or his by an attorney who is duly authorized in writingwriting to act on behalf of the Holder; and
(2ii) shall, in the case of a Transfer Restricted NotesSecurity, are be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(B) if such Definitive Notes Transfer Restricted Securities are being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the IssuersSecurities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(C) if such Definitive Notes Transfer Restricted Securities are being transferred pursuant to an exemption from registration in accordance with institutional "accredited investor," within the meaning of Rule 144 501(a)(1), (2), (3) or (7) under the Securities Act or in reliance upon another pursuant to a private placement exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).registration
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) the request to register the transfer of such the Definitive Notes; or
(ii) , or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Trustee and the Registrar, Registrar duly executed by the Holder thereof or his by an attorney who is duly authorized in writingwriting to act on behalf of the Holder; and
(2ii) shall, in the case of a Transfer Restricted NotesSecurity, are be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(B) if such Definitive Notes Transfer Restricted Securities are being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Issuers, Securities Act) in a certification to that effect transaction meeting the requirements of Rule 144A under the Securities Act or (in the form set forth on the reverse side of the Initial Note); or
(C2) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3)
(C) if such Transfer Restricted Securities are being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such Holder (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto);
(D) if such Transfer Restricted Securities are being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based on an Opinion of Counsel if the Company so requests), certification to that effect from such Holder (in substantially the form of Exhibits B and D hereto); or
(E) if such Transfer Restricted Securities are being transferred in reliance upon on another exemption from the registration requirements of the Securities ActAct (based upon an Opinion of Counsel if the Company so requests), (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iB hereto).
Appears in 1 contract
Samples: Indenture (Synthetic Industries Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount at maturity of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; providedPROVIDED, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, Notes are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Company, the Registrar or the Trustee so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iPARAGRAPH 2.3(D)(I).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteEXHIBIT B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the pursuant to an effective registration requirements of statement under the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iEXHIBIT B-3 hereto).; or
Appears in 1 contract
Transfer and Exchange of Definitive Notes. Definitive Notes shall be issued in registered form and shall be transferable only upon the surrender of Definitive Notes for registration of transfer. When Definitive Notes are presented to the Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) or to exchange such Definitive Notes them for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the any Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers Registrar and the Registrar, Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing; and
(2ii) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act or are being transferred or exchanged pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, Company a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, : (xi) a certification certificate to that effect (in the form set forth in Exhibit B) on the reverse of the Note), and (yii) if the Issuers Company or the Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i).
Appears in 1 contract
Samples: Indenture (Nations Title Co Inc)
Transfer and Exchange of Definitive Notes. Definitive Notes shall be issued in registered form and shall be transferable only upon the surrender of Definitive Notes for registration of transfer. When Definitive Notes are presented to the Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) or to exchange such Definitive Notes them for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; providedPROVIDED, howeverHOWEVER, that the any Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers Registrar and the Registrar, Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing; and
(2ii) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.06(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, Company a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, : (xi) a certification certificate to that effect (in the form set forth in Exhibit B) on the reverse of the Note), and (yii) if the Issuers Company or the Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i).
Appears in 1 contract
Samples: Indenture (CVS Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
request (i1) to register the transfer of such the Definitive Notes; or
Notes or (ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of the same issue and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
so presented (1A) shall be have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2B) in the case of Transfer a Restricted NotesSecurity, are such request shall be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes are Restricted Security is being (1) delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect or (in the form set forth on the reverse side of the Initial Note); or
(B2) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B attached hereto); or
(Cii) if such Definitive Notes are Restricted Security is being transferred pursuant to an exemption from registration a QIB in accordance with Rule 144 144A or pursuant to an effective registration statement under the Securities Act or Act, a certification to that effect (in substantially the form of Exhibit B attached hereto); or
(iii) if such Restricted Security is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in substantially the form set forth in of Exhibit B) and (y) if the Issuers so requestB attached hereto), an opinion of counsel or other evidence reasonably satisfactory to them as acceptable to the Company and the Registrar to the effect that such transfer is in compliance with the restrictions Securities Act and, if so indicated in such Exhibit B, a written certification from the transferee to the effect set forth in the legend set forth in Section 2.3(e)(i).such Exhibit B.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to Holdings or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteEXHIBIT B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto), a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to Holdings that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit Bof EXHIBIT B-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory acceptable to them as Holdings and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Ap Holdings Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1iii) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2iv) if such Definitive Notes are required to bear a Restricted Notes Legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act (and the transferor certifies the same, in writing, to the case of Transfer Restricted NotesRegistrar), are accompanied by the following additional information and documents, as applicablepursuant to Section 2.16(b) or pursuant to clause (A) or (B) below:
(A) if such Definitive Notes are being delivered transferred to the Registrar Issuer, such Definitive Notes are accompanied by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(Cx) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act Act; or (y) in reliance upon another exemption from the registration requirements of the Securities Act: in each case, such Definitive Notes are accompanied by (xi) a certification to that effect (in the form set forth in of the Form of Transfer Certificate attached to Exhibit BA hereto) and (yii) if the Issuers Issuer or the Trustee so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend Restricted Notes Legend set forth in Section 2.3(e)(i2.16(e)(i).
Appears in 1 contract
Samples: Indenture (Cable One, Inc.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount at maturity of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Holdings and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, Notes are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersHoldings, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if Holdings, the Issuers Registrar or the Trustee so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(iPARAGRAPH 2.3(D)(I).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to NEHC or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteEXHIBIT B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of EXHIBIT B-3 hereto), a certification substantially in the form of EXHIBIT C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $100,000, an Opinion of Counsel acceptable to NEHC that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in Exhibit Bof EXHIBIT B-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory acceptable to them as NEHC and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Nebco Evans Holding Co)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from or such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to the IssuersCompany or any of its Subsidiaries, a certification to that effect from such Holder (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); oror -----------
(C) if such Definitive Notes are Transfer Restricted Security is being transferred pursuant to a Non-U.S. Person in an exemption from registration offshore transaction in accordance with Rule 144 904 under the Securities Act or Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); -----------
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a ----------- certification substantially in the form of Exhibit C hereto, --------- and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit B------- B-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence --- transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Laralev Inc)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Parent or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and (y) C hereto from the transferee, and, if the Issuers so requestsuch transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 1 contract
Samples: Indenture (CGG Marine B.V.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the a Registrar with a request:
: (ix) to register the transfer of such Definitive Notes; or
or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
: (1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
and (2ii) in if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
: (A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
or (B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect; or (C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (x) a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (TransDigm Group INC)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) the request to register the transfer of such the Definitive Notes; or
(ii) , or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1a) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Trustee and the Registrar, Registrar duly executed by the Holder thereof or his by an attorney who is duly authorized in writingwriting to act on behalf of the Holder; and
(2b) shall, in the case of a Transfer Restricted NotesSecurity, are be accompanied by the following additional information and documents, as applicable:
(Ai) if such Definitive Notes Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
(Bii) if such Definitive Notes Transfer Restricted Securities are being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A) in a transaction meeting the Issuers, a certification to that effect requirements of Rule 144A or (in the form set forth on the reverse side of the Initial Note); or
(C2) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or in reliance upon another exemption from the (3) pursuant to an effective registration requirements of statement under the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit B) and B hereto); or
(yiii) if such Transfer Restricted Securities are being transferred to an institutional "accredited investor," within the Issuers so requestmeaning of Rule 501(a)(1), an opinion of counsel (2), (3) or other evidence reasonably satisfactory to them as to (7) under the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).Securities Act
Appears in 1 contract
Samples: Indenture (Nortek Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:
(i1) to register the transfer of such Definitive Notes; or
(ii2) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(13) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing; and
(24) in the case of Transfer Restricted Notes that are Definitive Notes, are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Transfer Restricted Notes are being delivered to the Registrar by a Holder Noteholder for registration in the name of such HolderNoteholder, without transfer, a certification from such Holder Noteholder to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Transfer Restricted Notes are being transferred to the IssuersCompany or to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Transfer Restricted Notes are being transferred (1) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act; (2) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of U.S. $250,000 for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act; or (3) in reliance upon on another exemption from the registration requirements of the Securities Act, : (xa) a certification to that effect (in substantially the form set forth in Exhibit B) and on the reverse of the Note), (yb) if the Issuers Company or Registrar so requestrequests, an opinion Opinion of counsel or other evidence reasonably satisfactory to them as Counsel to the transferor or transferee reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth Securities Act and other applicable securities laws and (c) in the legend set forth case of clause (2), a signed letter substantially in Section 2.3(e)(i)the form of Exhibit D hereto.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (Pilgrims Pride Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer substantially in the form reasonably satisfactory to attached hereto as Exhibit C, or a written instrument of exchange substantially in the Issuers and the Registrar, form attached hereto as Exhibit D duly executed by the Holder holder thereof or his its attorney duly authorized in writing; and
(2ii) in if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.06(b) or pursuant to Clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder Securityholder for registration in the name of such HolderSecurityholder, without transfer, a certification from such Holder Securityholder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (yii) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i). All Definitive Notes issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Transfer Restricted Notes, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Definitive Notes are being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Definitive Notes are being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Definitive Notes are being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and C hereto from the transferee, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000 (y) if or the Issuers so requestequivalent), an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 1 contract
Samples: Indenture
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and (y) C hereto from the transferee, and, if the Issuers so requestsuch transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 1 contract
Samples: Indenture (CGG Marine B.V.)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
: (ix) to register the transfer of such the Definitive Notes; or
or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; , provided, however, that the Definitive Notes presented or surrendered for register of transfer or exchange:
: (1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney attorney, duly authorized in writing; and
and (2ii) in the case of a Definitive Note that is a Transfer Restricted NotesNote, are such request shall be accompanied by the following additional information and documents, as applicable:
: (A) if such Definitive Notes are Transfer Restricted Note is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B hereto); or
or (B) if such Definitive Notes are Transfer Restricted Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Issuers, a certification to that effect (Securities Act) in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B hereto); or (C) if such Transfer Restricted Note is being transferred in reliance upon on another exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).transferee reasonably
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Note Registrar with a request:
request (ix) to register the transfer of such Definitive Notes; or
Notes or (iiy) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Note Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2ii) in the case of Transfer Restricted Notes that are Definitive Notes, are shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Note is being delivered to the Note Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are Transfer Restricted Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Issuers, Securities Act) that is aware that any sale of Notes to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Note for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are Transfer Restricted Note is being transferred pursuant to an exemption from registration in accordance with Rule 144 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act Act, or pursuant to an effective registration statement under the Securities Act, a
(D) if such Transfer Restricted Note is being transferred in reliance upon on another exemption from the registration requirements of the Securities ActAct and with all applicable securities laws of the States of the United States, (x) a certification from such Holder to that effect (in substantially the form set forth in Exhibit Bon the reverse of the Note) and (y) if an Opinion of Counsel from the Issuers so request, an opinion of counsel or other evidence Holder reasonably satisfactory to them as acceptable to the Company, the Trustee and to the Note Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar or co-registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the RegistrarRegistrar or co-registrar, duly executed by the Holder thereof or his such Hxxxxx’s attorney duly authorized in writing; and
(2) in are being transferred, or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act or an exemption from registration under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(C) (i) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 144A or Regulation S under the Securities Act or pursuant to or in reliance upon another compliance with an exemption from the registration requirements of the Securities ActAct other than Rule 144, (x) Rule 903 or Rule 904, a certification to that effect (in the form set forth in Exhibit B) and (yii) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the IssuersIssuer, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another an exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse side of the Initial Note) and (y) if the Issuers Issuer so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (Western Digital Corp)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Debt Security Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Debt Security Registrar shall register the transfer or make the exchange as requested if the reasonable requirements set forth in the Indenture for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, Registrar duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2ii) in the case of Transfer Restricted Notes that are Definitive Notes, are such Notes shall be (A) transferred or exchanged pursuant to an effective registration statement under the Securities Act or (B) shall be accompanied by the following additional information and documents, as applicable:
(A1) if such Definitive Transfer Restricted Notes are being delivered to the Debt Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial NoteNotes); or
, (B2) if such Definitive Transfer Restricted Notes are being transferred to the IssuersCompany, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
Notes) or (C3) if such Definitive Transfer Restricted Notes are being transferred delivered to the Debt Security Registrar by a Holder for transfer pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit Bon the reverse of the Notes) and (y) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)therewith.
Appears in 1 contract
Samples: Supplemental Indenture (Armco Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) in the case of Transfer Restricted Notes, are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); oror 509335-1996-14206-13941291
(B) if such Definitive Notes are being transferred to the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (y) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).
Appears in 1 contract
Samples: Indenture (Realogy Holdings Corp.)
Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or his attorney by its attorney, duly authorized in writing; and, and the Registrar receives the following (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred
(1) to the Company or any of its Subsidiaries or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (substantially in the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or;
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a Person the Issuers, transferor reasonably believes is a certification to that effect (QIB in accordance with Rule 144A under the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (substantially in the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through (4) of Exhibit B-1 hereto); or
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraph (B) or (C) above, (x) a certification to that effect from such Holder (substantially in the form set forth of Exhibit B-3 hereto), and a certification substantially in the form of Exhibit B) and (y) C hereto from the transferee, and, if the Issuers so requestsuch transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion Opinion of counsel or other evidence Counsel reasonably satisfactory to them as acceptable to the Company and the Registrar that such transfer is in compliance with the restrictions set forth in Securities Act and any applicable blue sky laws of any state of the legend set forth in Section 2.3(e)(i)United States.
Appears in 1 contract
Samples: Indenture
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented by a Holder to the Registrar with a request:
(i) request to register the transfer of such the Definitive Notes; or
(ii) Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested only if the reasonable requirements for such transaction are met; provided, however, that the Definitive Notes are presented or surrendered for registration of transfer or exchange:
(1) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile):
(2i) in the case of Definitive Notes that are Transfer Restricted NotesSecurities, are such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse side of the Initial NoteExhibit B-3 hereto); or
(B) if such Definitive Notes are Transfer Restricted Security is being transferred to a QIB in accordance with Rule 144A under the Issuers, a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); or
(C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto);
(D) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance upon another on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) and (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto), a certification substantially in the form of Exhibit C hereto, and, if such transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel reasonably acceptable to the Company that such transfer is in compliance with the Securities Act; or
(E) if such Transfer Restricted Security is being transferred in reliance on any other exemption from the registration requirements of the Securities Act, (x) a certification to that effect from such Holder (in substantially the form set forth in of Exhibit BB-3 hereto) and (y) if an Opinion of Counsel from such Holder or the Issuers so request, an opinion of counsel or other evidence transferee reasonably satisfactory to them as acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i)Securities Act.
Appears in 1 contract
Samples: Indenture (Albecca Inc)
Transfer and Exchange of Definitive Notes. Definitive Notes shall be issued in registered form and shall be transferable only upon the surrender of Definitive Notes for registration of transfer. When Definitive Notes are presented to the Registrar with a request:
(i) request to register the transfer of such Definitive Notes; or
(ii) or to exchange such Definitive Notes them for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the reasonable its requirements for such transaction transactions are met; provided, however, that the any Definitive Notes presented or surrendered for registration of transfer or exchange:
(1i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Issuers Registrar and the Registrar, Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing; and
(2ii) in are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.06(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or
(B) if such Definitive Notes are being transferred to the Issuers, Sterling a certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, : (xi) a certification certificate to that effect (in the form set forth in Exhibit B) on the reverse of the Note), and (yii) if the Issuers Sterling or Registrar so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.06(d)(i).
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Samples: Indenture (Sterling Chemical Inc)
Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:
(i) to register the transfer of such Definitive Notes; or
(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers Company and the Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing; and
(2) in if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the case of Transfer Restricted NotesSecurities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a written certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note)effect; or
(B) if such Definitive Notes are being transferred to the IssuersCompany, a written certification to that effect; or
(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a written certification to that effect (in the form set forth on the reverse side of the Initial Note); or
(C) if such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification to that effect (in the form set forth in Exhibit B) and (yii) if the Issuers Company so requestrequests, an opinion of counsel or other evidence reasonably satisfactory to them it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i2.3(d)(i).
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