Transfer of Existing Notes Clause Samples
The "Transfer of Existing Notes" clause governs the conditions and procedures under which current holders of notes may transfer their ownership to another party. Typically, this clause outlines any required consents, documentation, or notifications that must be provided before a transfer is valid, and may specify restrictions such as prohibiting transfers to certain entities or requiring the transferee to agree to the original terms. Its core function is to ensure that all parties are aware of and agree to the transfer, thereby maintaining the integrity of the noteholder register and preventing unauthorized or problematic transfers.
Transfer of Existing Notes. Each Supporting Holder agrees that so long as this Agreement has not been terminated in accordance with its terms, it shall not directly or indirectly sell, assign, pledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Existing Notes (each, a “Transfer”), unless the transferee thereof either (i) is a Supporting Holder and agrees to exchange such additional Existing Notes and deliver related consents in the Exchange Offer, or (ii) prior to such Transfer, agrees in writing for the benefit of the other Parties to become a Supporting Holder and to be bound by all of the terms of this Agreement with respect to such acquired Existing Notes by executing the joinder in the form attached hereto as Exhibit I (the “Joinder Agreement”), and delivering an executed copy thereof, within five business days of closing of such Transfer, to counsel to SAE and counsel to the Supporting Holders, as listed in Section 9.11 hereof, in which event the transferee (including a Supporting Holder transferee, if applicable) shall be deemed to be a Supporting Holder under this Agreement with respect to such transferred rights, claims, and obligations. Notwithstanding anything contained herein to the contrary, a Supporting Holder may Transfer any or all of its Existing Notes to any entity that, as of the date of the Transfer, controls, is controlled by, or is under common control with such Supporting Holder; provided, however, that such entity shall automatically be subject to the terms of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five business days of the closing of such Transfer to counsel to SAE and counsel to the Supporting Holders. Each Supporting Holder agrees and acknowledges that any Transfer of Existing Notes that does not comply with the terms and procedures set forth in this Section 6 shall be deemed null and void ab initio. Notwithstanding anything to the contrary in this Section 6, (i) a Qualified Marketmaker (as defined below) that acquires any Existing Notes from a Supporting Holder with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes (with the understanding that the Qualified Marketmaker will agree at the time of such acquisition to the terms of this paragraph), shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by this Agreemen...
Transfer of Existing Notes. During the Standstill Period, none of the IRN Holders shall sell, transfer, assign, pledge or otherwise dispose of its Existing Notes, unless the transferee agrees, in writing, to be bound by the terms of this Agreement.
Transfer of Existing Notes. Immediately after the sale of the Securities, each of the Purchasers shall have transferred all of its Existing Notes by book entry to the Company against payment therefor by the Company as contemplated hereby.
Transfer of Existing Notes. The Borrower shall immediately, upon request of the Agent, comply with, and execute and deliver (or cause to be executed and delivered) all certificates and documents, provide (or cause to be provided) all legal opinions and take (or cause to be taken) all such other actions required by, the Indenture, applicable law and/or the Note Agent to effect any transfers of the Existing Notes made at any time and from time to time by any of the Subordinate Note Holders to any of the Agent, the Lenders and/or any of their respective affiliates or designees.
Transfer of Existing Notes. Each Noteholder shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions) its right, title, or interest with respect to any of such Noteholder’s Existing Notes or (ii) deposit any of such Noteholder’s Existing Notes into a voting trust, or grant any proxies or enter into a voting agreement with respect to any such Existing Notes (the actions described in (i) and (ii) are collectively referred to herein as a “Transfer” and the Noteholder making such Transfer is referred to herein as a “Transferor”) unless such transfer is to another Noteholder or any other entity (a “Transferee”) that first agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to the Company and counsel to the Noteholders a joinder substantially in the form attached hereto as Exhibit D (the “Transferee Joinder”) at least two (2) business days prior to the effectiveness of the relevant Transfer. Such Transferee, upon consummation of a Transfer in accordance herewith shall be deemed to make all of the representations, warranties, and covenants of a Noteholder as set forth in this Agreement, and shall be deemed to be a Party and a Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights, and shall be released from its obligations, in each case with respect to the Existing Notes subject to the Transfer, hereunder. Any Transfer made in violation of this Section 4.3 shall be deemed null and void ab initio and of no force or effect.