Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 13 contracts
Samples: Indenture, Indenture (Southeastern Grocers, Inc.), Indenture (Albertsons Companies, Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 11 contracts
Samples: Indenture (RBS Global Inc), Indenture (Goodman Holding CO), Indenture (MPM Silicones, LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantorsother Obligors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantorother Obligor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 11 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 8 contracts
Samples: Merger Agreement, Indenture (Verso Paper Holdings LLC), Indenture (Verso Paper Corp.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 6 contracts
Samples: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request (i) to register a transfer or (ii) to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall register the transfer or make the exchange transfer, as requested if the same requirements of Section 8-401(1) of the Uniform Commercial Code are met; provided, however, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 6 contracts
Samples: Senior Deferred Interest Notes Indenture (Winstar Communications Inc), Indenture (Winstar Communications Inc), Senior Subordinated Deferred Interest Notes Indenture (Winstar Communications Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 6 contracts
Samples: Indenture (Dex Media West LLC), Indenture (Dex Media Inc), Indenture (Dex Media Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 5 contracts
Samples: Indenture (Noranda Aluminum Holding CORP), Indenture (Berry Plastics Corp), Indenture (Berry Plastics Corp)
Transfer and Exchange. (a) The Company shall maintain an office or agency where the Securities shall may be issued in registered form and shall be transferable only upon the surrender of a Security presented for registration of transfer and in compliance with Appendix A. When a or for exchange (the "Security is presented to Registrar"). The Company initially appoints the Registrar with a request to register a transfer, the Registrar shall register the transfer Trustee as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. Security Registrar.
(b) To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities in any authorized denomination and of a like aggregate principal amount at the Security Registrar’s 's request. The Issuers All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Securities or Global Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in a form that is satisfactory to the Company and the Security Registrar duly executed by the holder thereof or his attorney duly authorized in writing. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section 2.07therewith. The Issuers Company shall not be required to make(i) issue, and register the Registrar need not register, transfers transfer of or exchanges exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article X hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Security so selected for redemption (exceptin whole or in part, in except the case unredeemed portion of Securities to be any Security being redeemed in part. The transfer and exchange of beneficial interests in a Global Security, which does not involve the portion thereof issuance of a Definitive Security or the transfer of an interest to another Global Security, shall be effected through the Depositary (but not the Trustee) in accordance with the procedures of the Depositary therefor. The Trustee will not have any responsibility for the transfer and exchange of beneficial interests in such Global Security that does not involve the issuance of a Definitive Security or the transfer of interests to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedanother Global Security. Prior to due presentment for the due presentation for registration of a transfer of any Security, the IssuersTrustee, the Guarantors, Company and any agent of the Trustee, each Paying Agent and Trustee or the Registrar Company may deem and treat the Person in whose name a any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestpremium, if any, and interest on such Security and for all other purposes whatsoeverSecurities, whether or not such Security is overdue, and none of the Issuers, any Guarantor, neither the Trustee, a Paying Agent nor the Company nor any agent of the Trustee or the Registrar Company shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 4 contracts
Samples: Junior Subordinated Indenture (Newfield Exploration Co /De/), Junior Subordinated Indenture (Dynegy Capital Trust Iii), Junior Subordinated Indenture (Spinnaker Exploration Co)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 4 contracts
Samples: Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 4 contracts
Samples: Indenture (Aquestive Therapeutics, Inc.), Indenture (Quotient LTD), Indenture (Egalet Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Verso Paper Corp.), Third Supplemental Indenture (Verso Paper Corp.), Indenture (Verso Sartell LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for between a period of 15 days before a selection of Securities to be redeemedregular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Wki Holding Co Inc), Indenture (Land O Lakes Inc), Indenture (Land O Lakes Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Phoenix Consulting Group, LLC), Indenture (Remington Arms Co Inc/), Indenture (Freedom Group, Inc.)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix Exhibit A. When a Security Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Securities Notes at the Registrar’s requestrequest of the Registrar or the Transfer Agent, as the case may be. The Issuers Issuers, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall are not be required to make, and register the Registrar need not register, transfers transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities Notes (i) for a period of 15 days before prior to any date fixed for the redemption of the Notes, (ii) for a period of 15 days immediately prior to the date fixed for selection of Securities Notes to be redeemedredeemed in part (iii) for a period of 15 days prior to the record date with respect to any interest payment date, or (iv) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the Guarantors, the Trustee, each Agent, the Paying Agent, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book book-entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of the same type of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNotes, the IssuersIssuer, the Note Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Samples: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Nalco Holding CO), Indenture (Nalco Holding CO)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar and Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar and Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar and Transfer Agent shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall shall, upon receipt of a Written Order, authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar and Transfer Agent need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent the paying agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent the paying agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Constellium N.V.), Indenture (Constellium N.V.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Party City Holdco Inc.), Indenture (Party City Holdco Inc.)
Transfer and Exchange. (a) The Securities shall be issued in registered form and shall be transferable only in compliance with the Indenture and upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of the same Series in other denominations, the Registrar shall make the exchange as requested if the same requirements are met. .
(b) To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, transfers register transfer or exchanges of Securities selected for redemption in accordance with the terms of this Indenture (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or any Securities for a period of 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to the terms of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt Indebtedness and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Export Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar Xxxxxxxxx shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchangesexchanges for other Securities, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges not involving any transfer pursuant to Sections 2.06, 2.07, 2.09, 3.06, 4.03 and 9.05 of this Indenture or Sections 2.3 or 2.4 of the Appendix). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an Interest Payment Date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the REIT, the Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantorthe REIT, the Guarantors, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such the Global Security may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 0000-0000-0000 All Securities issued upon any transfer or exchange for other Securities pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (CBL & Associates Limited Partnership), Indenture
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar Xxxxxxxxx with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee or its Authenticating Agent shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a Holder to pay a sum sufficient to pay all taxesTaxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to the sending of a selection notice of redemption or of any Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer, a Collateral Asset Sale Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture, the Appendix or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture and the Appendix. Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions taken or not taken by the depositary with which the Global Security is registered.
Appears in 2 contracts
Samples: Indenture (CLARIVATE PLC), Indenture (Clarivate Analytics PLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving the payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Jones Group Inc), Indenture (JAG FOOTWEAR, ACCESSORIES & RETAIL Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Party City Holdco Inc.), Indenture (Party City Holdco Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedSection. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security The Company shall not be required to be reflected (i) issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) register, in a book entrywhole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving the payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Jones Apparel Group Inc), Indenture (Jones Apparel Group Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07(other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.09 and 9.05). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (U.S. Concrete, Inc.), Indenture (Us Concrete Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestAccreted Value of, premium, if any, or interest, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Nalco Finance Holdings Inc.), Indenture (Nalco Energy Services Equatorial Guinea LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security (and any related fees contemplated by this Indenture) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Nalco Energy Services Equatorial Guinea LLC), Indenture (Nalco Energy Services Equatorial Guinea LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar and Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar and Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar and Transfer Agent shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall shall, upon receipt of a Written Order, authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar and Transfer Agent need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent the paying agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent the paying agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Constellium Se), Indenture (Constellium Se)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchangesexchanges for other Securities, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges not involving any transfer pursuant to Sections 2.06, 2.07, 2.09, 3.06, 4.03 and 9.05 of this Indenture or Sections 2.3 or 2.4 of the Appendix). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an Interest Payment Date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the REIT, the Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantorthe REIT, the Guarantors, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such the Global Security may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange for other Securities pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersIssuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedSection. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. The Company shall not be required (i) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Transfer and Exchange. (a) The Global Securities shall be issued in exchanged by the Company for Individual Securities if:
(i) the Common Depositary notifies the Company that it is no longer willing or able to act as a depositary for such Global Security or ceases to be a clearing agency registered form under the Exchange Act, and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute not have appointed a successor Common Depositary within 90 days of that notice or becoming aware that the Common Depositary is no longer so registered;
(ii) an Event of Default has occurred and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to makeis continuing, and the Common Depositary requests the issuance of certificated notes; or
(iii) the Company determines not to have the Notes represented by a Global Security.
(b) Whenever a Global Security is exchanged for one or more Individual Securities, it shall be surrendered by the Holder thereof to the Security Registrar need not registerand Transfer Agent and cancelled by the Security Registrar and Transfer Agent . All Individual Securities issued in exchange for a Global Security, transfers a beneficial interest therein or exchanges of Securities selected for redemption (except, a portion thereof shall be registered in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overduenames, and none issued in any approved denominations, requested by or on behalf of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Common Depositary (in accordance with its customary procedures).
(c) Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the such Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that that, subject to Section 1.07(a), ownership of a beneficial interest in such Global Security the Notes represented thereby shall be required to be reflected in book-entry form. Transfers of a book entry. All Securities issued upon any transfer or exchange pursuant Global Security shall be limited to transfers in whole and not in part, to the terms Common Depositary, its successors and their respective nominees. Interests of this Indenture shall evidence the same debt and beneficial owners in a Global Security shall be entitled transferred in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors).
(d) Payments (including principal, premium, Redemption Price and interest) and transfers with respect to Individual Securities shall be executed at the office or agency maintained for such purpose in London (initially the Corporate Trust Office of the Paying Agent) or, at the Company’s option, by check mailed to the same benefits under this Indenture as Holders at the Securities surrendered upon respective addresses set forth in the Register, provided that all payments (including principal, premium, Redemption Price and interest) on Individual Securities, for which the Holders thereof have given wire transfer instructions, shall be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. No service charge shall be made for any registration of transfer, other than payment of a sum sufficient to cover any tax or governmental charge, if any, payable in connection with such transfer or exchangeregistration.
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Ecolab Inc.), Second Supplemental Indenture (Ecolab Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. A and the form of the applicable Security. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Egalet Corp), Indenture (Egalet Us Inc.)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Samples: Indenture (Pierson Industries Inc), Indenture (Pliant Corp International)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and upon receipt of an Authentication Order the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Note Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Note Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Kansas City Southern), Indenture (Kansas City Southern)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Aeroways, LLC), Indenture (Cke Restaurants Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07(other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.11 and 9.05). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (Hallandale Commercial Corp.), Indenture (Up Offshore (Holdings) Ltd.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 2 contracts
Samples: Indenture (PQ Group Holdings Inc.), Indenture (Hillman Companies Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominationsdenominations and of a like aggregate Principal Amount at Maturity and tenor, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsIssuer, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving any payment of principal of and on such Security (including interest, if the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event and Contingent Interest and Defaulted Interest, if any, on such Security ) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of a beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of the same series of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities of a series for a period of 15 days before a selection of Securities of the same series to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Verso Sartell LLC)
Transfer and Exchange. The Securities shall be issued in registered form Subject to Sections 204 and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer205, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Securities are presented to the Registrar with a request from the Holder of such Securities to register a transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make register the transfer as requested. Every Security presented or surrendered for registration of transfer or exchange as requested if shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuers Company may require from the Holder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.07304 or 1107, (in which events the Company shall be responsible for the payment of such taxes). The Issuers Registrar shall not be required to make, and the Registrar need not register, transfers exchange or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or register a transfer of any Securities Security for a period of 15 days before a selection immediately preceding the mailing of notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer redeemed or of any SecuritySecurity selected, called or being called for redemption except the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person unredeemed portion of any Security being redeemed in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarypart. Any Holder of the Global Security or a beneficial interest in a the Global Security shall, by acceptance of such Global Security or beneficial interest, agree that transfers of the beneficial interests in such Global Security may be effected only through a book-book entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Securities issued upon Except as expressly provided herein, neither the Trustee nor the Registrar shall have any transfer duty to monitor the Company’s compliance with or exchange pursuant have any responsibility with respect to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer Company’s compliance with any Federal or exchangestate securities laws.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Registrar, any transfer agent and any Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, including Special Interest, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Registrar, any transfer agent or any Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Eagle Family Foods Inc)
Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of to transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Commercial Aggregates Transportation & Sales LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401 of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestaccrued and unpaid interest and Liquidated Damages, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder holder of a such beneficial interest in such Global Securityinterest, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Holdings shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Holdings may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Holdings shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsHoldings, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorHoldings, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix Exhibit A. When a Security Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Securities Notes at the Registrar’s requestrequest of the Registrar or the Transfer Agent, as the case may be. The Issuers Issuer, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall Issuer is not be required to make, and register the Registrar need not register, transfers transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities Notes (i) for a period of 15 days before prior to any date fixed for the redemption of the Notes, (ii) for a period of 15 days immediately prior to the date fixed for selection of Securities Notes to be redeemedredeemed in part (iii) for a period of 15 days prior to the record date with respect to any interest payment date, or (iv) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the GuarantorsIssuer, the Trustee, each Agent, the Paying Agent, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book book-entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Transfer and Exchange. The Securities shall be issued in registered form Subject to Sections 204 and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer205, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Securities are presented to the Registrar with a request from the Holder of such Securities to register a transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make register the transfer as requested. Every Security presented or surrendered for registration of transfer or exchange as requested if shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuers Company may require from the Holder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.07304 or 1107, (in which events the Company shall be responsible for the payment of such taxes). The Issuers Registrar shall not be required to make, and the Registrar need not register, transfers exchange or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or register a transfer of any Securities Security for a period of 15 days before a selection immediately preceding the mailing of notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer redeemed or of any SecuritySecurity selected, called or being called for redemption except the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person unredeemed portion of any Security being redeemed in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarypart. Any Holder of the Global Security or a beneficial interest in a the Global Security shall, by acceptance of such Global Security or beneficial interest, agree that transfers of the beneficial interests in such Global Security may be effected only through a book-book entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws. SECTION 318. OUTSTANDING SECURITIES. The Securities issued upon outstanding at any transfer time are all Securities that have been authenticated by the Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 1401, on or exchange after the date on which the conditions set forth in Section 1401 have been satisfied, those Securities theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 318 as not outstanding. If a Security is replaced pursuant to Section 306, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser in whose hands such Security is a legal, valid and binding obligation of the Company. If the Paying Agent holds, in its capacity as such, on the Maturity Date, money sufficient to pay all accrued interest and principal with respect to the Securities payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms -40- of this Indenture shall evidence the same debt Indenture, then on and shall after that date such Securities cease to be entitled outstanding and interest on them ceases to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchangeaccrue.
Appears in 1 contract
Samples: Indenture (Nova Chemicals Corp /New)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request from the Holder of such Securities to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if requested; provided, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Securityholder for any registration of transfer or exchange. The Issuers Company may require from the Securityholder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.072.10, 3.6, 4.13, 4.15 or 9.5 (in which events the Company will be responsible for the payment of such taxes). The Issuers Trustee shall not be required to make, and exchange or register a transfer of any Security for a period of 15 days immediately preceding the Registrar need not register, transfers or exchanges first mailing of notice of redemption of Securities selected to be redeemed or of any Security selected, called or being called for redemption (except, in the case of Securities any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each Paying Agent and or the Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security Security, except as provided in the face of such Security, and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a Paying Agent Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon on any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (New Holding, Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, accrued and unpaid interest (if any, ) on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a U.S. Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.of
Appears in 1 contract
Samples: Indenture (Argo Tech Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are metduly authorized or accompanied by a written instrument of transfer, by the Holder. The Registrar may require the assurances set forth in Section 8-402 of the Uniform Commercial Code that any endorsement is genuine and effective. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Corporation shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Corporation may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers Corporation shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before a payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCorporation, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCorporation, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Exchange Agreement (Ampex Corp /De/)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. Notwithstanding the foregoing, no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers’ Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. The Issuers Company may require payment of a sum sufficient to pay all cover any taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to makeSection 3.06, and the Registrar need not register4.10, transfers 4.15 or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed9.05). Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersCompany, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 1 contract
Samples: Indenture (Comstock Resources Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of a Company Order, the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. The Issuers Issuer or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 3.06, 4.06, 4.08 and 9.04). The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Subsidiary Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (NCR Atleos, LLC)
Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuers, or the Paying Agent, as applicable, may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, and subject to the provisions of the Securities with respect to record dates, the Issuers, the Note Guarantors, the Trustee, each the Paying Agent and or the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of principal, interest, and interestAdditional Amounts, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Derby Cycle Corp)
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes (i) selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period beginning at the opening of business 15 days before a the day of any selection of Securities Notes for redemption and ending at the close of business on the day of selection or (ii) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer or any other tender offer for the Notes. The transferor of any Note shall provide or cause to be redeemedprovided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interestof, premium (if any), interest (if any) on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, stamp or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments, stamp or similar governmental charge payable upon exchanges pursuant to Section 2.10, Section 3.07, Section 3.09, Section 4.06, Section 4.08 and Section 9.04 of this Indenture). In connection with any proposed exchange of a Global Note for a Certificated Note, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code.
Appears in 1 contract
Samples: Indenture (ACCO BRANDS Corp)
Transfer and Exchange. (a) (Reserved). ----------
(b) The Securities Company shall cause to be issued kept at the principal office of the Trustee a register in registered form and which, subject to such reasonable regulations as it may prescribe, the Company shall be transferable only upon provide for the surrender of a Security for registration of transfer Securities and in compliance with Appendix A. When a Security of transfers of Securities. Such register is presented herein sometimes referred to as the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When "Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. Register." To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s Trustee's request. The Issuers All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same _______________ /*/ Applicable if the Securities bear interest at a floating rate. benefits under this Indenture, as the Definitive Securities or Global Securities surrendered upon such registration of transfer or exchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section 2.07therewith. The Issuers Company shall not be required to make(i) issue, and register the Registrar need not register, transfers transfer of or exchanges exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Security so selected for redemption (exceptin whole or in part, in except the case unredeemed portion of Securities to be any Security being redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to due presentment for the due presentation for registration of a transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying any Agent and the Registrar Company may deem and treat the Person in whose name a any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestpremium, if any, and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdueSecurities, and none of the Issuers, any Guarantor, neither the Trustee, a Paying any Agent or nor the Registrar Company shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security (and any applicable Exit Fee) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be --------------------- issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to conditions set forth in the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued --------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or any Securities 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar or any co- registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Borden Chemicals & Plastics Limited Partnership /De/)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401 of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the 40 32 exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the GuarantorsGuarantor Subsidiaries, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestaccrued and unpaid interest and Liquidated Damages, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a such beneficial interest in such Global Securityinterest, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities Senior Secured Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Senior Secured Note for registration of transfer and in compliance with Appendix A. When a Security Senior Secured Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Senior Secured Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Senior Secured Notes selected for redemption (except, in the case of Securities Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Senior Secured Notes for a period of 15 days before a selection of Securities Senior Secured Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecuritySenior Secured Note, the Issuers, the Senior Secured Note Guarantors, the Trustee, each the Paying Agents, the Transfer Agent, the Calculation Agent and the Registrar may deem and treat the Person in whose name a Security Senior Secured Note is registered as the absolute owner of such Security Senior Secured Note for the purpose of receiving payment of principal of and interest, if any, on such Security Senior Secured Note and for all other purposes whatsoever, whether or not such Security Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor, the Trustee, a the Paying Agents, the Transfer Agent, the Calculation Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Secured Notes Indenture as the Securities Senior Secured Notes surrendered upon such transfer or exchange. For the avoidance of doubt, all transfers, exchanges or replacements of Senior Secured Notes pursuant to the terms of this Senior Secured Notes Indenture and Appendix A shall be effected on a series by series basis.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Reynolds Group Holdings LTD)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a U.S. Global Security shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or Security(or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ta Operating Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) (or any successor provision thereto) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co- registrar's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other 35 28 governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, interest and Liquidated Damages (if any, ) on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Globalstar Capital Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request from the Holder of such Securities to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if requested; provided, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metIssuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuers shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Securityholder for any registration of transfer or exchange. The Issuers may require from the Securityholder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.072.10, 3.6, 4.13, 4.15 or 9.5 and the Issuers will be responsible for the payment of such taxes in such events, unless the Securities transferred or exchanged are issued to a different Securityholder in which event the Issuers may require from the Securityholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to such transfer or exchange. The Issuers Trustee shall not be required to make, and exchange or register a transfer of any Security for a period of 15 days immediately preceding the Registrar need not register, transfers or exchanges first mailing of notice of redemption of Securities selected to be redeemed or of any Security selected, called or being called for redemption (except, in the case of Securities any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and or the Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security Security, except as provided in the face of such Security, and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon on any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Rti Capital Corp)
Transfer and Exchange. The Securities Senior Secured Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Senior Secured Note for registration of transfer and in compliance with Appendix A. When a Security Senior Secured Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Senior Secured Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Senior Secured Notes selected for redemption (except, in the case of Securities Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Senior Secured Notes for a period of 15 days before a selection of Securities Senior Secured Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecuritySenior Secured Note, the Issuers, the Senior Secured Note Guarantors, the Trustee, each the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Senior Secured Note is registered as the absolute owner of such Security Senior Secured Note for the purpose of receiving payment of principal of and interest, if any, on such Security Senior Secured Note and for all other purposes whatsoever, whether or not such Security Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor, the Trustee, a the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Secured Notes Indenture as the Securities Senior Secured Notes surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix Exhibit A. When a Security Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Securities Notes at the Registrar’s requestrequest of the Registrar or the Transfer Agent, as the case may be. The Issuers Issuer, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall Issuer is not be required to make, and register the Registrar need not register, transfers transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities Notes (i) for a period of 15 days before prior to any date fixed for the redemption of the Notes, (ii) for a period of 15 days immediately prior to the date fixed for selection of Securities Notes to be redeemedredeemed in part (iii) for a period of 15 days prior to the record date with respect to any interest payment date, or (iv) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the GuarantorsIssuer, the Trustee, each Agent, the Paying Agent, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book book-entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Kansas City Southern)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominationsdenominations and of a like aggregate Principal Amount at Maturity and tenor, the Registrar shall Regxxxxxx 00 xxall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsIssuer, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving any payment of principal of and on such Security (including interest, if the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event and Contingent Interest and Defaulted Interest, if any, on such Security ) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of a beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in --------------------- registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ace LTD)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance accordance with Appendix A. the provisions of this Article II. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code and this Article II are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal Principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal Principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a U.S. Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Revlon Inc /De/)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each any Paying Agent, any Transfer Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a any Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Banctec Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Registrar shall register record in the Securities Register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met, and thereupon one or more new Securities in the same aggregate principal amount shall be issued to the designated assignee or transferee and the old Security will be returned to the Company. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested requested, in the same manner, if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the making of a selection notice of redemption of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Friendly Ice Cream Corp)
Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities (in the form of Exhibit A or Exhibit B, as appropriate) at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantorsany Subsidiary Guarantor, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Telecorp PCS Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee or its Authenticating Agent shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a Holder to pay a sum sufficient to pay all taxesTaxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to the sending of a selection notice of redemption or of any Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture, the Appendix or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture and the Appendix. Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions taken or not taken by the depositary with which the Global Security is registered.
Appears in 1 contract
Samples: Indenture (CLARIVATE PLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are metduly authorized or accompanied by a written instrument of transfer, by the Holder. The Registrar may require the assurances set forth in Section 8-402 of the Uniform Commercial Code that any indorsement is genuine and effective. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Corporation shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Corporation may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers Corporation shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCorporation, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCorporation, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Ampex Corp /De/)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Each Holder that is a transferor of a Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Rexnord Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer and the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (New Holding, Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, or interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture Section shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Bell Atlantic Corp)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. . When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantorsother Obligors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantorother Obligor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (BPRex Delta Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Evenflo Co Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee Authentication Agent shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.07 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 3.08, 4.06, 4.08 or 9.05). The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (TPC Group Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and and, upon receipt of an Officer's Certificate, the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of that a Securityholder requesting a transfer or exchange pay a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
(a) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.01(b) and this Section 2.06(a); provided, however, that beneficial interests in a Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend and under the heading "Notice to Investors" in the Offering Memorandum dated February 4, 1997.
(i) Subject to clauses (ii) through (v) of this Section 2.06(a), transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee.
Appears in 1 contract
Samples: Indenture (Rio Hotel & Casino Inc)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest(subject to Section 2 of the Securities) interest and Additional Interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Subordinated Guarantors, the Trustee, each the Paying Agent Agents, the Transfer Agents and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Subordinated Guarantor, the Trustee, a the Paying Agent Agents, the Transfer Agents or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Senior Subordinated Notes Indenture (RenPac Holdings Inc.)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Samples: Indenture (Donjoy LLC)
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Senior Note Guarantors, the Trustee, each the Paying Agent Agents, the Transfer Agents and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Senior Note Guarantor, the Trustee, a the Paying Agent Agents, the Transfer Agents or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.
Appears in 1 contract
Transfer and Exchange. (a) The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed redeem in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection the redemption date of Securities to be redeemed. the Notes.
(b) Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. .
(d) All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.
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Samples: Indenture (Affinion Group, Inc.)