Transfer Notes Sample Clauses

Transfer Notes. A Selling Shareholder or, where relevant, a Registered Holder may transfer its Notes in accordance with the following procedures. The Transferor shall endorse the Note in favor of and deliver the Note to the transferee. Contemporaneously, the transferor and transferee shall execute a Transfer Certificate in the form set out in Exhibit A1 (in the case of a Series I Note) and in Exhibit A2 (in the case of a Series II Note) and deliver it, in accordance with its terms, to Purchaser and Financial Escrow Agent. The parties hereto agree that the Financial Escrow Agent, upon receipt of a duly executed Transfer Certificate, shall record the transfer of the Note in the register of Notes kept by the Financial Escrow Agent and the Financial Escrow Agent shall be authorized and instructed to and shall countersign the Transfer Certificate on behalf of Purchaser and the other parties to the Financial Escrow Agreement and thereby cause the transferee to (i) become party to the Financial Escrow Agreement and (ii) be subject to and bound by the terms and conditions thereof.
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Related to Transfer Notes

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Restricted Notes (i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.

  • Register; Notes The Register shall be maintained on the following terms.

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

  • Transfer Restricted Securities The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

  • Selling Stockholders’ Certificate On each of the First Closing Date and each Option Closing Date, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such date, to the effect that:

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