Transfer of the Debentures Sample Clauses

Transfer of the Debentures. This Debenture or part hereof is transferable and assignable by the Holder to any other Person at any time provided that (i) any transfer or assignment of the Principal Sum, in whole or in part, occurs in multiples of $1,000, and (ii) the transferee of all or any portion of this Debenture, contemporaneously with the occurrence of such transfer, executes and otherwise agrees to be bound by, the Debenture Holder Agreement. The Holder acknowledges and understands that the transfer or assignment of all or part of the Principal Sum is subject to Applicable Securities Laws, and may only be effected upon compliance with such laws.
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Transfer of the Debentures. 8.1. Pursuant to section 8.3 above, the Debentures are transferable in respect of any amount of nominal value, provided that this is in whole new shekels. Every transfer of Debentures shall be made in accordance with a deed of transfer drawn up in the usual form for the transfer of shares, duly signed by the registered owner or his legal representatives, and by the transferee or his legal representatives, which shall be delivered to the Company at its registered office accompanied by the certificates of the Debentures being transferred pursuant thereto, as well as any other reasonable proof that may be demanded by the Company for proving the transferor’s right to transfer them. Subject to the foregoing, the procedural provisions contained in the Company’s Articles in regard to the manner of transfer of shares shall apply, with the required changes, as the case may be, with respect to the manner of transfer and transmission of the Debentures. 8.2. If any mandatory payment applies to the deed of transfer of the Debentures, the company will be given proof of their payment by the requester of the transfer, which will be to the satisfaction of the Company 8.3. In the case of a transfer of only part of the sum of the specified principal of the Debentures in the Certificate, the Certificate will be split first as specified in Section 9 below into a number of Debenture Certificates as required thereby, in such a manner that the total sums of the principal specified therein is equal to the sum of the specified principal of the said Debenture Certificate. 8.4. After fulfillment of all of the conditions stated above, the transfer will be registered in the Register and all the conditions set forth in the Deed of Trust and in this Debenture will apply to the transferee. 8.5. All the expenses and commissions connected with the transfer shall be borne by the person requesting the transfer
Transfer of the Debentures. 8.1 For as long as the Debentures (Series B) have not been listed on the Stock Exchange, they may be transferred only to an investor as this term is defined in the First Schedule according to section 15A(b)(1) of the Securities Law, or to the Company or to a subsidiary of the Company, all – subject to the restrictions in law. The debentures are transferable in respect of any sum of principal amount, provided it is in whole new shekels. Any transfer of a debenture will be done on the basis of a transfer instrument in the accepted wording, duly signed by the registered holder or his lawful representatives, to be delivered to the Company at its registered office together with the certificate of the transferred debenture and any other proof required by the Company concerning the transferor’s right to transfer the debenture. Clause 8.1 above will not apply to debentures listed in the trading system for institutional investors operated by the Stock Exchange, for as long as they are so listed. 8.2 If stamp tax or another mandatory payment applies to the debenture transfer instrument, proof of the payment thereof by the applicant will be provided to the Company’s satisfaction. 8.3 In case only part of the sum of principal amount of a debenture is transferred, the debenture certificate will first be split as provided in clause 9 below into the appropriate number of debenture certificates, such that the total of all the principal amounts specified therein will be equal to the principal amount specified in the original debenture certificate. 8.4 Following compliance with all these conditions, the transfer will be registered in the register of the debenture holders. 8.5 All the costs and commissions entailed in the transfer will be borne by the transfer applicant. 8.6 Subject to the provision of clause 8.7 below, the Debentures (Series B) will not be listed on any stock exchange. Subject to the provisions of the law and to the Stock Exchange rules, the Company will register the debentures in the name of the Registration Company of Israel Discount Bank Ltd., and within 30 days from the date of their issuance they will be registered at the Stock Exchange clearinghouse, which will provide clearing services for the debentures, and they will also be listed in the computerized trading system for institutional investors operated by the Stock Exchange (“listing in the institutional continuous trading system”). Failure to list the debentures in the institutional continuous tra...
Transfer of the Debentures. 1.1 The Debentures are transferable with respect to any amount of their nominal value, provided it is in whole shekels. Any transfer of the Debenture shall be made by a deed of transfer drawn up in the accepted wording and duly signed by the registered owner or his lawful representatives, which shall be delivered to the Company at its registered office together with the certificates of the Debentures which are being transferred in accordance therewith and such other proofs as demanded by the Company in evidence of the transferor’s right to transfer them. 1.2 Where stamp tax or any other mandatory payment applies to the deed of transfer of the Debentures, such proofs as deemed satisfactory by the Company shall be delivered to it by the requesting party in evidence of the payment thereof. 1.3 The Articles of Association of the Company applying to the transfer and conversion of fully paid-up shares shall apply, mutatis mutandis, to the transfer and conversion of the Debentures. 1.4 In case of the transfer of only a part of the amount of the nominal principal of the Debenture , the certificate of the Debenture shall first be split in accordance with the provisions of clause 9 below into the required number of certificates, such that the total of all the amounts of the principal specified in the certificates shall be equal to the amount of the nominal principal of such certificate. 1.5 The aforesaid shall apply accordingly to the letters of allotment for as long as they have not been replaced by Debenture certificates.

Related to Transfer of the Debentures

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • 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 Holders have 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, or (iii) such Transfer is to a Qualified Transferee. 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 Holders. 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 related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. (b) Except for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified Transferee. (c) The Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating Agency Confirmation. (d) Notwithstanding anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this Section 12(d) are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and any Master Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or any Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to any Master Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee, the other Holders and any Master Servicer shall recognize such Note Pledgee (and any transferee (other than any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

  • Transfer of the Mortgage Loans Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof [the Effective Date], except to the Underwriter or to the Designees.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Warrants Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

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

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