Transfer and Exchange of Note. The Note may be freely transferred or ----------------------------- assigned by Abbott with the written consent of the Company. Such transfer and assignment shall be made in accordance with applicable federal and state securities laws. At any time and from time to time, upon not less than twenty (20) days notice to that effect given by Abbott and, upon surrender of the Note at the Company's office by Abbott, the Company will deliver in exchange therefor, without expense to Abbott, except as set forth below, one Note for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, provided such Note shall be in the amount of the full principal amount of the Note and there shall be no right to divide the Note, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person as may be designated by Abbott, and otherwise of the same form and tenor as the Note so surrendered for exchange. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
Transfer and Exchange of Note. Upon surrender of the Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of the Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), a new Note (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company shall not be required to register or otherwise recognize any transfer that purports to be for less than the entire unpaid principal amount of the Note. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be required to make in writing the representations set forth in Sections 4.2 through 4.8. Notwithstanding any provision of this Agreement to the contrary, the Company may refuse to register the transfer of the Note to any person that is not an "accredited investor" as defined in Rule 501 of Regulation D.
Transfer and Exchange of Note. Upon surrender of the Note to Borrower at the address and to the attention of the designated officer (as specified in Section 11(h) below), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, Borrower shall execute and deliver, at Borrower’s expense, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note.
Transfer and Exchange of Note. The Note may be freely transferred or assigned by Century without the consent of the Company. Such transfer and assignment shall be made in accordance with applicable federal and state securities laws. At any time and from time to time, upon not less than ten (10) days notice to that effect given by Century and, upon surrender of the Note at the Company's office by Century, the Company will deliver in exchange therefor, without expense to Century, except as set forth below, one Note for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, provided such Note shall be in the amount of the full principal amount of the Note and there shall be no right to divide the Note, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person as may be designated by Century, and otherwise of the same form and tenor as the Note so surrendered for exchange. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
Transfer and Exchange of Note. Upon surrender of the Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note, subject to the limitations of Section 13.3 and the restrictions set forth in Section 13.17. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 2.1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been pad thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Note. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.
Transfer and Exchange of Note. Upon surrender of the Note to the Borrower at its principal office for registration of transfer or for exchange, the Borrower at its expense will execute and deliver in exchange therefor a new Note or Notes of the same class as such surrendered Note in denominations as requested by the holder or transferee, which aggregate shall equal the unpaid Principal amount of such surrendered Note. Each such new Note shall be registered in the name of such person or entity as such holder or transferee may request, shall be dated so that there will be no loss of interest on such surrendered Note and shall be likewise in tenor.
Transfer and Exchange of Note. The Note may be transferred or assigned by Century without the consent of the Company provided that the entire outstanding principal and all interest accrued thereon shall be fully transferred and the transferee is not an entity, or an entity affiliated with an entity, that holds more than five percent (5%) of the outstanding capital stock of the Company. Such transfer and assignment shall be made in accordance with applicable federal and state securities laws. At any time and from time to time, upon not less than ten (10) days notice to that effect given by Century or the registered holder of the Note, the right to receive principal and/or interest payments on the Note may be assigned or transferred by one of the following methods: (1) by surrender of the Note to the Company and (a) reissuance by the Company of the Note to the new Holder or (b) issuance by the Company of a new note to the new Holder; or (2) by notification to the Company of the transfer and a change by the Company in the Company’s books identifying the new owner of an interest in principal or interest on the Note. The Company shall at all times maintain a book entry system, which shall reflect ownership of the Note, and interests therein. In the event the first method of transfer is used, the Company shall also change its records to reflect such transfer or reissuance. The method of transfer as detailed above, will be determined by mutual agreement of Company and Holder. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
Transfer and Exchange of Note. Subject to compliance with all applicable state and federal securities laws, the registered holder of the Note may, prior to the acceleration or prepayment thereof, surrender the Note at the principal office of the Company for transfer or exchange. Within a reasonable time after notice to the Company from a registered holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such registered holder, the Company shall, at its cost and expense, issue in exchange therefor another note or notes, in such denominations as requested by the registered holder, for the same aggregate principal amount as the unpaid principal amount of the note or notes so surrendered and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the note or notes so surrendered. Each new note shall be made payable to such Person or Persons, or registered assigns, as the registered holder of such surrendered note or notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of principal or interest shall result therefrom.
Transfer and Exchange of Note. The Notes may not be sold, transferred, assigned, hypothecated or otherwise disposed prior to maturity or prepayment thereof, without the prior consent of the Company; provided, however, that the Purchaser may transfer or assign the Notes, or its interest therein, to a limited partner or general partner of the Purchaser in connection with the liquidation, dissolution, or winding up of the affairs of the Purchaser ("Permitted Transfer"). In the event of a Permitted Transfer, the holder desiring to transfer or exchange any Note shall first notify the Company in writing of that transfer or exchange at least two Business Days prior to the desired date of transfer or exchange (the "Transfer Notice"). Within a reasonable time after the Transfer Notice and without expense (other than transfer taxes, if any) to that holder, the Company shall issue in exchange therefor subject to Section 5.1, another Note or Notes, in the denominations as requested by the holder, for the same aggregate principal amount, as of the date of the issuance, as the unpaid principal amount of the Note or Notes surrendered and having the same maturity and rate of interest, containing the same provisions, and subject to the same terms and conditions as the Note or Notes surrendered. Each new Note shall be made payable to that Person or Persons, or assigns, as the holder of that surrendered Note or Notes may designate, and that transfer or exchange shall be made in a manner so that no gain or loss of principal or interest shall result therefrom.
Transfer and Exchange of Note. The Note shall not be transferred except pursuant to an applicable exemption under the Securities Act, subject to receipt by the Company of an opinion from Purchaser’s counsel and subject to the consent of the Company. Such transfer and assignment shall be made in accordance with applicable federal and state securities laws. At any time and from time to time, upon not less than twenty (20) days’ notice to that effect given by the Holder and, upon surrender of the Note at the Company’s office by the Holder, the Company will deliver in exchange therefor, without expense to the Holder, except as set forth below, one or more Notes for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, provided such Notes are in denominations of at least One Million Dollars ($1,000,000) or any amount in excess thereof as the Holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person or Persons as may be designated by the Purchaser, and otherwise of the same form and tenor as the Note so surrendered for exchange. The Company may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.
