Transfer of Debenture. The Holder may sell, transfer or otherwise dispose of all or any part of this Debenture (including without limitation pursuant to a pledge) to any person or entity as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Act and applicable state securities laws, or is exempt from registration thereunder. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed to be the holder of a Debenture in the principal amount acquired by such transferee, and the Company shall, as promptly as practicable, issue and deliver to such transferee a new Debenture identical in all respects to this Debenture, in the name of such transferee. The Company shall be entitled to treat the original Holder as the holder of this entire Debenture unless and until it receives written notice of the sale, transfer or disposition hereof.
Transfer of Debenture. No transfer of this Debenture shall be valid unless made in accordance with Applicable Laws and the terms of the Subscription Agreement. If the Lender intends to transfer this Debenture or any portion thereof, it shall deliver to the Borrower the transfer form attached to this Debenture as Schedule C, duly executed by the Lender. Upon compliance with the foregoing conditions and the surrender by the Lender of this Debenture, the Borrower shall execute and deliver to the applicable transferee a new Debenture registered in the name of the transferee. If less than the full Principal Amount of this Debenture is transferred, the Lender shall be entitled to receive, in the same manner, a new Debenture certificate registered in its name evidencing the portion of the Principal Amount of this Debenture not so transferred. Prior to registration of any transfer of this Debenture, the Lender and the applicable transferee shall be required to provide the Borrower with necessary information and documents, including certificates and statutory declarations, as may be required to be filed under Applicable Laws.
Transfer of Debenture. This Debenture may be transferred only by transfer in writing in the form attached hereto as Schedule “B”, and will only be effective as regards the Corporation when delivered at the registered office of the Corporation in Goleta, California accompanied by this Debenture together with such evidence of identity or title as the Corporation may reasonably require and upon payment of all applicable transfer taxes. Thereupon, the Corporation will record such transfer on its books and issue a new debenture to the transferee in exchange for this Debenture.
Transfer of Debenture. With the prior consent of the Company, which consent shall not be unreasonably withheld, the Holder may sell, transfer or otherwise dispose of all, but not less than all, of this Debenture to any person or entity as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Act or is exempt from registration thereunder; PROVIDED, HOWEVER that such consent shall not be required (but the Company shall nonetheless be entitled to receive written notice thereof) in the event of a sale, transfer or disposition of this Debenture to an affiliate (as defined in the Purchase Agreement) of the Holder. On or before the effective date of any such sale, transfer or disposition, the transferee shall deliver to the Company a Form W-8 or W-9, as applicable, duly executed by such transferee, confirming that such transferee is not subject to backup withholding. From and after the date of such sale, transfer or disposition, the transferee hereof shall be deemed to be the Holder. Upon any such sale, transfer or disposition, the Company shall, promptly following the return of this Debenture by the transferee hereof, issue and deliver to such transferee a new Debenture identical in all respects to this Debenture, in the name of such transferee, except that the principal amount of such new Debenture may reflect the unpaid principal amount of this Debenture at the time of such sale, transfer or disposition.
Transfer of Debenture. The Holder may sell, transfer or otherwise dispose of all or any part of this Debenture (including without limitation pursuant to a pledge) to any person or entity as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws, or is exempt from registration thereunder, and is otherwise made in accordance with the applicable provisions of the Securities Purchase Agreement. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed to be the holder of a Debenture in the principal amount acquired by such transferee, and the Company shall, as promptly as practicable, issue and deliver to such transferee a new debenture identical in all respects to this Debenture, in the name of such transferee. The Company shall be entitled to treat the original Holder as the holder of this entire Debenture unless and until it receives written notice of the sale, transfer or disposition hereof.
Transfer of Debenture. Any sale, transfer, negotiation or delivery of the Debenture by the Collateral Agent before the Pledge shall have become enforceable shall be made subject to the terms hereof. Whenever the Pledge shall become enforceable, the Collateral Agent may sell, transfer, negotiate or deliver the Debenture without restriction.
Transfer of Debenture. The Holder may, at its option, surrender ----------------------- this Debenture at the principal executive offices of the Company and receive in exchange therefor a Debenture or Debentures, each in the denomination of $5,000 or an integral multiple of $1,000 in excess thereof, dated as of the date of this Debenture (which shall accrue interest from the Date of Issue), and payable to such Person or order as may be designated by such Holder. The aggregate Principal Amount of the Debenture or Debentures exchanged in accordance with this Section 2.1 shall equal the aggregate unpaid Principal Amount of this Debenture as of the date of such surrender; provided, however, that upon any exchange pursuant to this Section 2.1 there shall be filed with the Company the name and address for all purposes hereof of the Holder or Holders of the Debenture or Debentures delivered in such exchange. This Debenture, when presented for registration of transfer or for exchange or conversion, shall be duly endorsed, or be accompanied by a written instrument of transfer (in form reasonably satisfactory to the Company) duly executed, by the Holder duly authorized in writing.
Transfer of Debenture. This Debenture has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and other applicable state and foreign securities laws. The Holder shall deliver written notice to the Company of any proposed transfer of this Debenture. In the event of any proposed transfer of this Debenture, the Company may require, prior to issuance of a new Debenture in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Debenture in such other name does not and will not cause a violation of the Securities Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. This Debenture has been executed and delivered pursuant to the Securities Purchase Agreement dated as of January __, 2001 between the Company and the original Holder (the "Purchase Agreement"), and is subject to the terms and conditions of the Purchase Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
Transfer of Debenture. This Debenture may be transferred by the Holder (subject to limitations imposed by applicable securities laws and the rules of any stock exchange on which the Common Shares are listed for trading), provided that on or before the transfer of this Debenture all necessary notices and other documents with respect to the transfer of the Debenture shall have been filed by the Holder with the applicable securities regulatory authorities. The transferee shall be entitled to become a registered holder of the Debenture, and to receive a new certificate registered in the transferee’s name for that portion of the Principal Sum transferred to the transferee, upon delivery of each of the following (collectively, the “Transfer Documents”) to the address of the Company:
(a) this Debenture;
(b) a completed transfer in the form attached to this certificate as Schedule “C”, signed by the Holder. The Company shall be entitled to rely upon delivery of the Transfer Documents as sufficient evidence that there has been compliance with applicable securities laws and stock exchange requirements, or the Company may require evidence of compliance with applicable securities laws and stock exchange requirements. Any delivery of Transfer Documents made after 4:00 p.m. shall be deemed to have been received on the next Business Day. The transfer of all or part of this Debenture shall be recorded in the register maintained by the Company as of the close of business on the date on which the Transfer Documents are received by the Company. A certificate for the transferred portion of the Debenture shall be delivered to the transferee (and if the transferred portion of the Debenture represent less than all of the Principal Sum, a certificate for the balance of this Debenture shall be delivered to the Holder) within a reasonable time.
Transfer of Debenture. This Debenture may only be transferred pursuant to and in accordance with the provisions of the Debenture Delivery Agreement.
