Common use of Transfer, etc Clause in Contracts

Transfer, etc. of Notes. The Company shall keep at its office or agency maintained as provided in Section 9(a) a register in which the Company shall provide for the registration of this Note and for the registration of transfer and exchange of this Note (the "Register"). The Holder may, at its option, and either in person or by its duly authorized attorney, surrender the same for registration of transfer or exchange at the office or agency of the Company maintained as provided in Section 9(a) and, without expense to such Holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefor a Note or Notes each in such denomination or denominations as such Holder may request, dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchange, for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by such Holder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer, satisfactory in form to the Company, duly executed by the Holder or its attorney duly authorized in writing. Every Note so made and delivered in exchange for such Note shall in all other respects be in the same form and have the same terms and legends thereon as such Note. No transfer or exchange of any Note shall be valid unless (x) made in the foregoing manner at such office or agency and (y) registered under the Securities Act of 1933, as amended, or any applicable state securities laws or unless an exemption from registration is available.

Appears in 2 contracts

Samples: Note Agreement (Labone Inc/), Note Agreement (Labone Inc/)

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Transfer, etc. of Notes. The Company shall keep at its office or agency maintained as provided in paragraph (a) of Section 9(a) 7 herein a register in which the Company shall provide for the registration of this Note and for the registration of transfer and exchange of this Note (the "Register")Note. The Holder holder of this Note may, at its option, and either in person or by its duly authorized attorney, surrender the same for registration of transfer or exchange at the office or agency of the Company maintained as provided in Section 9(a) 7 and, without expense to such Holder holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefor a Note or Notes each in such denomination or denominations as such Holder holder may request, dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchange, for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by such Holderholder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer, satisfactory in form to the Company, duly executed by the Holder holder of such Note or its attorney duly authorized in writing. Every Note so made and delivered in exchange for such Note shall in all other respects be in the same form and have the same terms and legends thereon as such Note. No transfer or exchange of any Note shall be valid unless (x) unless made in the foregoing manner at such office or agency and (y) unless registered under the Securities Act of 1933, as amended, or any applicable state securities laws or unless an exemption from such registration is available.

Appears in 1 contract

Samples: Convertible Subordinated Note (Vitaminshoppecom Inc)

Transfer, etc. of Notes. The Company shall keep at its office or agency maintained as provided in Section 9(a12(a) a register in which the Company shall provide for the registration of this Note and for the registration of transfer and exchange of this Note (the "Register")Note. The Holder holder of this Note may, at its option, and either in person or by its duly authorized attorney, surrender the same for registration of transfer or exchange at the office or agency of the Company maintained as provided in Section 9(a) 12 and, without expense to such Holder holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefor a Note or Notes each in such denomination or denominations as such Holder holder may request, dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchange, for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by such Holderholder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer, satisfactory in form to the Company, duly executed by the Holder holder of such Note or its attorney duly authorized in writing. Every Note so made and delivered in exchange for such Note shall in all other respects be in the same form and have the same terms and legends thereon as such Note. No transfer or exchange of any Note shall be valid unless (x) made in the foregoing manner at such office or agency agency. The Company shall provide written notice to the Agent and (y) registered under the Securities Act Trustee of 1933, as amended, any transfer or any applicable state securities laws or unless an exemption from registration is availableexchange of the Note.

Appears in 1 contract

Samples: Note (BHC Meadows Partner Inc)

Transfer, etc. of Notes. The Company shall keep at its office or agency maintained as provided in paragraph (a) of Section 9(a) 10 a register in which the Company shall provide for the registration of this Note Notes and for the registration of transfer and exchange of Notes. Subject to compliance with the transfer restrictions appearing on the legend on the face of this Note, the holder of this Note (the "Register"). The Holder may, at its option, and either in person or by its duly authorized attorney, surrender the same for registration of transfer or exchange at the office or agency of the Company maintained as provided in paragraph (a) of Section 9(a) 10, and, without expense to such Holder holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefor a Note or Notes each in such denomination or denominations as such Holder holder may request, dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchangeexchange (or, if no interest has been paid, dated the date hereof), for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by such Holderholder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer, satisfactory in form to the Company, duly executed by the Holder holder of such Note or its attorney duly authorized in writing, together with any opinion of counsel necessary in order to comply with the transfer restrictions appearing on the legend on the face of this Note. Every Note so made and delivered in exchange for such this Note shall in all other respects be in the same form and have the same terms and legends thereon as such this Note. No transfer or exchange of any Note shall be valid unless (x) made in the foregoing manner at such office or agency and (y) registered under the Securities Act of 1933, as amended, or any applicable state securities laws or unless an exemption from registration is availableagency.

Appears in 1 contract

Samples: Merger Agreement (Energy Partners LTD)

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Transfer, etc. of Notes. . (a) The Company shall keep at its office or agency maintained as provided in paragraph (a) of Section 9(a) 11 a register in which the Company shall provide for the registration of this Note and for the registration of transfer and exchange of this Note. Subject to the provisions of paragraph (b) hereof, the holder of this Note (the "Register"). The Holder may, at its option, and either in person or by its duly authorized attorney, surrender the same for registration of transfer or exchange at the office or agency of the Company maintained as provided in Section 9(a) 11 and, without expense to such Holder holder (except for taxes or governmental charges imposed in connection therewith), receive in exchange therefor a Note or Notes each in such denomination or denominations as such Holder holder may request, dated as of the date to which interest has been paid on the Note or Notes so surrendered for transfer or exchange, for the same aggregate principal amount as the then unpaid principal amount of the Note or Notes so surrendered for transfer or exchange, and registered in the name of such person or persons as may be designated by such Holderholder. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer, satisfactory in form to the Company, duly executed by the Holder holder of such Note or its attorney duly authorized in writing. Every Note so made and delivered in exchange for such Note shall in all other respects be in the same form and have the same terms and legends thereon as such Note. No transfer or exchange of any Note shall be valid unless (x) made in the foregoing manner at such office or agency agency. (b) Notwithstanding anything to the contrary herein, the holder of this Note, by acceptance hereof, covenants and agrees that it shall not transfer this Note or any part of its right, title or interest in or to this Note to any third party (i) for a period of 180 days following the original date of issuance hereof and (yii) registered under in any event, without the Securities Act prior written consent of 1933the Agent; provided, as amendedhowever, that the provisions of clause (ii) shall not apply to any transfer of this Note by the holder hereof to an affiliate, parent or any applicable state securities laws or unless an exemption from registration is availablesubsidiary of such holder.

Appears in 1 contract

Samples: Senior Subordinated Note (Centennial Cellular Corp)

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