Transfer of Bonds. 30.01 The Company will recognise the registered holder of any Bond as the absolute owner and shall not be bound to take notice or see to the execution of any trust, whether express, implied or constructive to which any Bond may be subject. The receipt of the Bondholders or in the case of joint Bondholders the receipt of any of them, for the interest from time to time accruing in respect of it or for any other moneys payable on the Bond shall be a good discharge to the Company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any other person to or in such Bond, interest or moneys. No notice of any trust, express, implied or constructive shall be entered on the Register in respect of any Bond. 30.02 Every Bondholder will be recognised by the Company as entitled to his Bond free from any equity, set-off or counter-claim on the part of the Company against the original or any intermediate holder of the Bond. 30.03 The Bonds may only be transferred in integral multiples of $10,000.00 nominal value as the case may be, by instrument in writing in the usual common form or such other form as the Trustee may approve. 30.04 Prior to the transfer of any Bonds the transferor shall receive the written consent of the Company to the proposed transfer to a third party. 30.05 Every instrument of transfer must be signed by the transferor (or where the transferor is a corporation, given under its common seal) and the transferor shall be deemed to remain the owner of the Bond to be transferred until the name of the transferee is entered in the Register in respect of that Bond. 30.06 Every instrument of transfer must be left for registration at the place where the Register shall for the time being be kept, accompanied by the written consent of the Company to the transfer, the Certificate for the Bond to be transferred and such other evidence as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and, if the instrument is executed by some other person on his behalf, the authority of the person to do so. 30.07 All instruments of transfer which shall be registered will be retained by the Registrar. 30.08 Any person becoming entitled to Bonds in consequence of bankruptcy of the holder of such Bonds may, on producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the Trustee shall think sufficient, be registered himself as the holder of such Bonds, or subject to the preceding clauses as to the transfer may transfer such Bonds. The Trustee may retain the interest payable upon any Bond which any person under this paragraph is entitled to transfer until such person shall either be so registered or shall duly transfer the Bond. In the meantime the Trustee shall deposit such interest with a commercial bank in the name of the Trustee but shall not be responsible for the safe custody of such monies or for interest thereon and the Trustee shall be entitled to deduct the expenses incurred by it in arranging such deposit.
Appears in 2 contracts
Samples: Trust Deed (FirstCaribbean International Bank LTD), Trust Deed (FirstCaribbean International Bank LTD)
Transfer of Bonds. 30.01 The Company will recognise bonds of any relevant series are transferable with respect to the their full face value, and even with respect to part of it, on condition that it is in complete new shekels. Any transfer of bonds (with the exception of a transfer taking place by means of trading on the stock exchange), shall be carried out by means of a transfer Deed in the usual format, properly signed by the registered holder or his legal representatives and by the recipient of any Bond as the absolute owner and shall not transfer or his representatives, to be bound to take notice or see delivered to the execution of Company at its registered offices together with the bond certificates to be transferred in accordance therewith and also any trust, whether express, implied or constructive to which any Bond other proof that may be subject. The receipt of the Bondholders or in the case of joint Bondholders the receipt of any of them, for the interest from time to time accruing in respect of it or for any other moneys payable on the Bond shall be a good discharge to the Company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any other person to or in such Bond, interest or moneys. No notice of any trust, express, implied or constructive shall be entered on the Register in respect of any Bond.
30.02 Every Bondholder will be recognised required by the Company as entitled to his Bond free from the right of the transferor to transfer them. If any equitytax or any other mandatory payment shall apply to the bond transfer Deed, set-off or counter-claim on proof will be given to the part Company to its satisfaction, as to their having been paid. The provisions contained in the Articles of Incorporation of the Company against the original or any intermediate holder of the Bond.
30.03 The Bonds may only be transferred in integral multiples of $10,000.00 nominal value as the case may be, by instrument in writing in the usual common form or such other form as the Trustee may approve.
30.04 Prior applying to the transfer of any Bonds fully paid-up shares or their assignment, shall apply, with the transferor shall receive applicable changes, as applicable, with respect to the written consent method of the said transfer or assignment of the bonds. In the case of the transfer of only part of the face value amount stated in the bonds certificate, in accordance with the provisions of Clause 11 below the split will initially be of the bonds certificate into the necessary number of bond certificates, in such a manner that the total of all the face value amounts recorded therein shall equal the face value amount of the bonds registered in the said bonds certificate. On fulfillment of all of these conditions, the transfer will be recorded in the register of the relevant series, and the Company shall be permitted to demand that a note regarding the matter be recorded on the certificate of the transferred bonds, which will be delivered to the proposed recipient of the transfer or will issue in its place a new bond certificate, and the same conditions detailed in the certificate of the transferred bonds shall apply to a third party.
30.05 Every instrument of transfer must be signed by the transferor (or transferee, such that in any place where the transferor is a corporationword "holder" appears, given under its common seal) and the transferor shall be deemed as if "the transferee" was stated, and he shall be considered to remain be the owner "holder" for the purposes of the Bond to be transferred until the name Trust Deed of the transferee is entered in the Register in respect of that Bondrelevant series.
30.06 Every instrument of transfer must be left for registration at the place where the Register shall for the time being be kept, accompanied by the written consent of the Company to the transfer, the Certificate for the Bond to be transferred and such other evidence as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and, if the instrument is executed by some other person on his behalf, the authority of the person to do so.
30.07 All instruments of transfer which shall be registered will be retained by the Registrar.
30.08 Any person becoming entitled to Bonds in consequence of bankruptcy of the holder of such Bonds may, on producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the Trustee shall think sufficient, be registered himself as the holder of such Bonds, or subject to the preceding clauses as to the transfer may transfer such Bonds. The Trustee may retain the interest payable upon any Bond which any person under this paragraph is entitled to transfer until such person shall either be so registered or shall duly transfer the Bond. In the meantime the Trustee shall deposit such interest with a commercial bank in the name of the Trustee but shall not be responsible for the safe custody of such monies or for interest thereon and the Trustee shall be entitled to deduct the expenses incurred by it in arranging such deposit.
Appears in 1 contract
Samples: Indenture (Ben Dov Ilan)
Transfer of Bonds. 30.01 Any Bond may, in accordance with its terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by such person’s duly authorized attorney, upon surrender of such Bond for cancellation at the Corporate Trust Office of the Trustee accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee; provided, however, that the Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege; and provided further, that the Trustee may refuse to transfer any Bonds during the 15 day period prior to the date established by the Trustee for the selection of Bonds for redemption, or to transfer any Bonds selected by the Trustee for redemption. Whenever any Bond shall be surrendered for transfer, the Agency shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of the same Series of Bonds and maturity of Authorized Denominations equal to the Principal Amount. The Company will recognise Agency and the registered holder Trustee may deem and treat the Owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment thereof and shall not be bound to take notice or see to the execution of any trustfor all other purposes, whether express, implied or constructive to which any Bond may be subject. The receipt of the Bondholders or in the case of joint Bondholders the receipt of any of them, for the interest from time to time accruing in respect of it or for any other moneys payable on the such Bond shall be a good discharge to overdue or not, and neither the Company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any other person to or in such Bond, interest or moneys. No notice of any trust, express, implied or constructive shall be entered on the Register in respect of any Bond.
30.02 Every Bondholder will be recognised by the Company as entitled to his Bond free from any equity, set-off or counter-claim on the part of the Company against the original or any intermediate holder of the Bond.
30.03 The Bonds may only be transferred in integral multiples of $10,000.00 nominal value as the case may be, by instrument in writing in the usual common form or such other form as the Trustee may approve.
30.04 Prior to the transfer of any Bonds the transferor shall receive the written consent of the Company to the proposed transfer to a third party.
30.05 Every instrument of transfer must be signed by the transferor (or where the transferor is a corporation, given under its common seal) and the transferor shall be deemed to remain the owner of the Bond to be transferred until the name of the transferee is entered in the Register in respect of that Bond.
30.06 Every instrument of transfer must be left for registration at the place where the Register shall for the time being be kept, accompanied by the written consent of the Company to the transfer, the Certificate for the Bond to be transferred and such other evidence as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and, if the instrument is executed by some other person on his behalf, the authority of the person to do so.
30.07 All instruments of transfer which shall be registered will be retained by the Registrar.
30.08 Any person becoming entitled to Bonds in consequence of bankruptcy of the holder of such Bonds may, on producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the Trustee shall think sufficient, be registered himself as the holder of such Bonds, or subject to the preceding clauses as to the transfer may transfer such Bonds. The Trustee may retain the interest payable upon any Bond which any person under this paragraph is entitled to transfer until such person shall either be so registered or shall duly transfer the Bond. In the meantime the Trustee shall deposit such interest with a commercial bank in the name of the Trustee but shall not be responsible for the safe custody of such monies or for interest thereon and Agency nor the Trustee shall be entitled affected by any notice or knowledge to deduct the contrary; and payment of the principal or redemption price of and the interest due on such Bond shall be made only to such Owner, which payments shall be valid and effectual to satisfy and discharge liability on such Bond to the extent of the sum or sums so paid. The cost of preparing the Bonds and any services rendered or expenses incurred by it the Trustee in arranging such depositconnection with any transfer of the Bonds shall be paid by the Agency.
Appears in 1 contract
Samples: Trust Agreement
Transfer of Bonds. 30.01 The Company will recognise the registered holder registration of any Bond as may, in accordance with its terms, be transferred, upon the absolute owner books required to be kept pursuant to the provisions of Section 2.06 of this Indenture, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall require the payment by the Holder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer, and there shall be no other charge to any Holder for any such transfer. The Trustee shall not be bound required to take notice or see to the execution of any trust, whether express, implied or constructive to which any Bond may be subject. The receipt of the Bondholders or in the case of joint Bondholders the receipt of any of them, for the interest from time to time accruing in respect of it or for any other moneys payable on the Bond shall be a good discharge to the Company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any other person to or in such Bond, interest or moneys. No notice of any trust, express, implied or constructive shall be entered on the Register in respect of any Bond.
30.02 Every Bondholder will be recognised by the Company as entitled to his Bond free from any equity, set-off or counter-claim on the part of the Company against the original or any intermediate holder of the Bond.
30.03 The Bonds may only be transferred in integral multiples of $10,000.00 nominal value as the case may be, by instrument in writing in the usual common form or such other form as the Trustee may approve.
30.04 Prior to register the transfer of any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bond selected for redemption in whole or in part as provided in Section 4.01 hereof or Section 4.02 hereof, or as provided in any Supplemental Indenture, or during the period established by the Trustee for selection of Bonds for redemption. Exchange of Bonds. Bonds may be exchanged at the transferor shall receive the written consent Principal Corporate Trust Office of the Company to Trustee for a like aggregate principal amount of the proposed transfer to a third party.
30.05 Every instrument Bonds of transfer must be signed the same maturity of other authorized denominations. The Trustee shall require the payment by the transferor (Holder requesting such exchange of any tax or where the transferor is a corporationother governmental charge required to be paid with respect to such exchange, given under its common seal) and the transferor there shall be deemed no other charge to remain the owner any Holder for any such exchange. No exchange of the Bond Bonds shall be required to be transferred until made during the name period established by the Trustee for selection of the transferee is entered in the Register in respect of that Bond.
30.06 Every instrument of transfer must be left Bonds for registration at the place where the Register shall redemption and after a Bond has been selected for the time being redemption. Bond Register. The Trustee will keep or cause to be kept, accompanied at its Principal Corporate Trust Office, sufficient books for the registration of transfer of the Bonds, which shall at all reasonable times during normal business hours upon reasonable notice be open to inspection by the written consent of Authority; and, upon presentation for such purpose, the Company Trustee shall, under such reasonable regulations as it may prescribe, register the transfer or cause to be registered the transfer, the Certificate for the Bond to be transferred and such other evidence on said books, of Bonds as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and, if the instrument is executed by some other person on his behalf, the authority of the person to do sohereinbefore provided.
30.07 All instruments of transfer which shall be registered will be retained by the Registrar.
30.08 Any person becoming entitled to Bonds in consequence of bankruptcy of the holder of such Bonds may, on producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the Trustee shall think sufficient, be registered himself as the holder of such Bonds, or subject to the preceding clauses as to the transfer may transfer such Bonds. The Trustee may retain the interest payable upon any Bond which any person under this paragraph is entitled to transfer until such person shall either be so registered or shall duly transfer the Bond. In the meantime the Trustee shall deposit such interest with a commercial bank in the name of the Trustee but shall not be responsible for the safe custody of such monies or for interest thereon and the Trustee shall be entitled to deduct the expenses incurred by it in arranging such deposit.
Appears in 1 contract
Samples: Indenture
Transfer of Bonds. 30.01 The Company will recognise (a) Any Bond may, in accordance with the registered holder terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereof, be transferred upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representative, accompanied by a written instrument of transfer in a form acceptable to the Bondowner Representative, duly executed. Whenever any Bond shall be surrendered for transfer, the Issuer shall execute and the Bondowner Representative shall authenticate and deliver a new Bond.
(b) The following shall apply to all sales and transfers of the Bonds after the initial sale and delivery of the Bonds:
(i) the Bonds, in the form attached hereto as the absolute owner Exhibit A, shall be physical certificated instruments, and shall not be bound to take notice or see to the execution of any trust, whether express, implied or constructive to which any Bond may be subject. The receipt of the Bondholders or held in the case of joint Bondholders the receipt of any of them, for the interest from time to time accruing a book-entry only system unless approved in respect of it or for any other moneys payable on the Bond shall be a good discharge to the Company, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest or claim of any other person to or advance in such Bond, interest or moneys. No notice of any trust, express, implied or constructive shall be entered on the Register in respect of any Bond.
30.02 Every Bondholder will be recognised writing by the Company as entitled to his Bond free from any equity, set-off or counter-claim on Issuer in its sole discretion;
(ii) the part of the Company against the original or any intermediate holder of the Bond.
30.03 The Bonds may only be transferred in integral multiples whole, to a Qualified Institutional Buyer, to an Accredited Investor, or to an affiliate of $10,000.00 nominal value as the case may be, by instrument in writing Bondowner Representative;
(iii) each transferee of the Bonds shall deliver to the Issuer an investor’s letter in the usual common form or such of Exhibit B hereto wherein the transferee agrees, among other form as matters, other than in accordance with the Trustee may approve.
30.04 Prior provisions of Section 2.05(e) below not to sell participating interests in the transfer of any Bonds without the transferor shall receive the prior written consent of the Company Issuer; and
(iv) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied.
(c) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherwise be made without charge to the proposed Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therewith shall be paid by the Borrower.
(d) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds in violation of the restrictions in Section 2.05(b) above.
(e) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion, sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to a third party.
30.05 Every instrument Qualified Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of transfer must be signed by any such interest in any Bond, with the transferor (or where Issuer’s obligations hereunder and under the transferor is a corporation, given under its common seal) and Bond being only to the transferor shall be deemed to remain registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to be transferred until the name of Bonds, this Indenture or the transferee is entered Loan Documents brought by any entity to which it sold an interest in the Register in respect of that BondBonds.
30.06 Every instrument of transfer must be left for registration at the place where the Register shall for the time being be kept, accompanied by the written consent of the Company to the transfer, the Certificate for the Bond to be transferred and such other evidence as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and, if the instrument is executed by some other person on his behalf, the authority of the person to do so.
30.07 All instruments of transfer which shall be registered will be retained by the Registrar.
30.08 Any person becoming entitled to Bonds in consequence of bankruptcy of the holder of such Bonds may, on producing such evidence that he sustains the character in respect of which he proposes to act under this clause or of his title as the Trustee shall think sufficient, be registered himself as the holder of such Bonds, or subject to the preceding clauses as to the transfer may transfer such Bonds. The Trustee may retain the interest payable upon any Bond which any person under this paragraph is entitled to transfer until such person shall either be so registered or shall duly transfer the Bond. In the meantime the Trustee shall deposit such interest with a commercial bank in the name of the Trustee but shall not be responsible for the safe custody of such monies or for interest thereon and the Trustee shall be entitled to deduct the expenses incurred by it in arranging such deposit.
Appears in 1 contract
Samples: Indenture