Transfer of Subordinated Notes Sample Clauses

Transfer of Subordinated Notes. The Borrower shall not recognize the issuance or transfer of any Subordinated Note to a purchaser that has not delivered a Subscription Agreement or Transfer Agreement, as applicable, to the Borrower and will treat any purported issuance or transfer of any Subordinated Notes in violation of this requirement as null and void. The Borrower shall not recognize the issuance or transfer of any Subordinated Note to any person if such issuance or transfer will result in the assets of the Borrower or any Collateral being treated as “plan assets” for purposes of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA or Similar Law or the occurrence of any Prohibited Transaction, and any purported issuance or transfer of any Subordinated Notes in violation of this requirement shall be treated as null and void.
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Transfer of Subordinated Notes. Subject to Section 6.2 hereof, a holder of a Subordinated Note may transfer such Subordinated Note to a new holder, or may exchange such Subordinated Note for Subordinated Notes of different denominations (but in no event of denominations of less than $100,000 in original principal amount), by surrendering such Subordinated Note to the Loan Parties duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new holder (or the current holder if submitted for exchange only), together with written instructions for the issuance of one or more new Subordinated Notes specifying the respective principal amounts of each new Subordinated Note and the name of each new holder and each address therefor. The Loan Parties shall simultaneously deliver to such holder or its designee such new Subordinated Notes, shall mark the surrendered Subordinated Notes as canceled and shall providx xxtice of such transfer to Agent. In lieu of the foregoing procedures, a holder may assign a Subordinated Note (in whole but not in part) to a new holder by sending written notice to the Loan Parties and Agent of such assignment specifying the new holder's name and address; in such case, the Loan Parties shall promptly acknowledge such assignment in writing to both the old and new holder.
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Transfer of Subordinated Notes. Each Subordinated Note issued pursuant hereto is one of a duly authorized series of Subordinated Notes issuable by Borrower. The term “Holder” as used in this Agreement with respect to any of the Subordinated Notes means the registered holder of that Subordinated Note as shown on the records of Borrower. Subject to the registration requirements of applicable securities laws (or available exemptions therefrom) and any applicable transfer restrictions in the Subordinated Note, each Subordinated Note is transferable by the Holder thereof and exchangeable for a like Subordinated Note in the same principal amount, or for Subordinated Notes in minimum denominations of $200,000 and multiples of $1,000 in excess thereof, as requested by the Holder surrendering the same, upon surrender of the Subordinated Note in accordance with the Paying Agency Agreement. Prior to any transfer of a Subordinated Note, the Holder thereof shall make notation thereon of all principal, if any, theretofore paid on the Subordinated Note and of the date to which interest has been paid on the Subordinated Note.
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Transfer of Subordinated Notes. Each Subordinated Note issued pursuant hereto is one of a duly authorized series of Subordinated Notes issuable by Borrower. The term “Holder” as used in this Agreement with respect to any of the Subordinated Notes means the registered holder of that Subordinated Note as shown on the records of Borrower. Subject to the registration requirements of applicable securities laws (or available exemptions therefrom) and any applicable transfer restrictions in the Subordinated Note, each Subordinated Note is transferable by the Holder thereof and exchangeable for a like Subordinated Note in the same principal amount, or for Subordinated Notes in minimum denominations of $200,000 and multiples of $1,000 in excess thereof, as requested by the Holder surrendering the same, upon surrender of the Subordinated Note in accordance with the Paying Agency Agreement. Prior to any transfer of a Subordinated Note, the Holder thereof shall make notation thereon of all principal, if any, theretofore paid on the Subordinated Note and of the date to which interest has been paid on the Subordinated Note. 2.8 Lender’s Attorneys’ Fees and Expenses. Each Lender shall be responsible for all fees incurred by the Lender in connection with the transactions contemplated by this Agreement, including any fees related to due diligence and attorneys’ fees. Borrower shall have no obligation to reimburse any Lender for any fees incurred by a Lender in connection with the transactions contemplated by this Agreement. 6 2.9
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Related to Transfer of Subordinated Notes

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • SUBORDINATION OF NOTES Section 11.01.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of April 27, 2006, among the Company, the Guarantors and the Placement Agents named therein or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

  • Registration of Equipment Notes in Name of Subordination Agent The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes.

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