Transfer of the Notes. (a) Notwithstanding any other provisions of this Indenture or the Notes, (A) any transfer of a Global Note, in whole or in part, shall be made only in accordance with Section 2.07 and Section 2.13(a)(i); and (B) any exchange of a beneficial interest in a Global Note for a Certificated Note shall comply with Section 2.07 and Section 2.13(a)(ii). All such transfers and exchanges shall comply with the Applicable Procedures to the extent so required.
Transfer of the Notes. In the event any Holder of the Notes shall wish to transfer such Note, the Servicer shall provide to such Holder and any prospective transferee designated by such Holder information regarding the Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without registration thereof under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Rule 144A.
Transfer of the Notes. No Holder shall sell, transfer, assign or convey the Notes to any person unless such transfer is made pursuant to an available exemption from registration under, or otherwise in compliance with, the Securities Act and applicable state securities laws and the requirements of Section 10.1 of the relevant Note have been satisfied. Subject to the preceding sentence, the Holders shall not be prohibited or limited in any respect from transferring any Note to or among Affiliates of the Holders or pledging any such Note to a commercial bank or other institutional lender or granting a participation in any such Note. Each Purchaser hereby severally covenants and agrees that it will not consent to any amendment of any participation agreement pursuant to which it grants a participation in any Note that will amend the provision thereof permitting such Purchaser to call or repurchase such participation at a call or repurchase price equal to 100% of the principal amount thereof.
Transfer of the Notes. The Notes shall not be sold, assigned, pledged or hypothecated by Lender without the prior written consent of Borrower, which consent shall not be unreasonably withheld.
Transfer of the Notes. (a) The term “Lender” as used herein shall include any transferee of any Note whose name has been recorded by the Borrower in the Note Register. Each transferee of any Note acknowledges that the Notes have not been registered under the Securities Act, and may be transferred only pursuant to an effective registration under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act.
Transfer of the Notes. Upon surrender for registration or transfer of a Note at the office or agency of the Issuer to be maintained as provided in Section 1.03(e), and if the requirements of Section 8-401(l) of the UCC are met, the Issuer shall execute and cause the Indenture Trustee to authenticate a new Note, in any authorized denominations of like aggregate principal amount. Any Note issued upon any registration of transfer thereof shall be the valid obligation of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Note surrendered upon such registration of transfer. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Noteholder thereof or such Noteholder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP.
Transfer of the Notes. Except as otherwise provided herein, a Purchaser may transfer its Notes in whole or in part without the consent of the Company or any other Purchasers in accordance with this Section 2.9: Upon surrender of any Note at the principal executive office of the Company or the office of any paying agent located in the United States designated by the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver (within five Business Days), at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request; provided, however, that unless an Event of Default has occurred and is continuing, such Person is not a direct competitor of the Company. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment by such holder or transferee of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 4.
Transfer of the Notes. Any transfer of a Note issued pursuant to this Agreement may be effected only pursuant to terms of this Agreement and by surrendering such Note to the Company prior to reissuance of a new Note.
Transfer of the Notes. 24 Section 11.1 Transfer of the Notes . . . . . . . . . . . . . . . . . . . 24 Section 11.2 Registration of Transfer. . . . . . . . . . . . . . . . . . 24 Section 11.3 Register. . . . . . . . . . . . . . . . . . . . . . . . . . 24 ARTICLE XII INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE XIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 26 Section 13.1 Expenses: Documentary Taxes . . . . . . . . . . . . . . . . 26 Section 13.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.3 Consent to Amendments and Waivers . . . . . . . . . . . . . 27 Section 13.4 Parties . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.6 Replacement Notes . . . . . . . . . . . . . . . . . . . . . 28 Section 13.7 Severability Clause . . . . . . . . . . . . . . . . . . . . 29 Section 13.8 Representations, Warranties and Agreements To Survive Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . 29 Exhibit 1 Form of Notes Exhibit 2 Form of Warrant Registration Rights Agreement Exhibit 3 Form of Detachable Warrant Exhibit 4 Form of Notice of Election to Convert NOTE PURCHASE AGREEMENT dated as of July __, 1998, among DIAMETRICS MEDICAL, INC., a Minnesota corporation (the "Company") and each of the persons whose signatures appear under the heading "Purchasers" on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers"). The Company desires to issue and sell an aggregate of $7,300,000 principal amount of 7% Convertible Secured Notes due 2003 substantially in the form of EXHIBIT 1 attached hereto. The Notes (defined below) will be convertible at the option of the holders thereof into shares of Common Stock (the "Conversion Shares") at a conversion price of $8.40 per share, subject to adjustment. The Notes will be offered and sold to the Purchasers without being registered under the Securities Act of 1933, as amended, in reliance upon an exemption therefrom. Holders (including subsequent transferees) shall have registration rights as set forth in the Common Stock Purchase Agreement (defined below) for so long as the Conversion Shares are Registrable Securities (as defined in the Common Stock Purchase Agreement). Accordingly, the parties hereto agree as follows:
Transfer of the Notes. The Notes, Escrow Notes and the corresponding Note Payment Rights relating thereto have not been registered under the Securities Act or state securities laws. The Notes, Escrow Notes and the corresponding Note Payment Rights relating thereto may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of (each such action a “Transfer”), other than to Permitted Transferees, or unless (a) such Transfer complies with the provisions set forth in the Notes, Escrow Notes and this Agreement, (b) either (1) the Transfer is pursuant to an effective registration statement under the Securities Act or (2) the Parent shall have been furnished with an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Parent, to the effect that no registration is required for such Transfer because of the availability of an exemption from registration under the Securities Act and the rules and regulations in effect thereunder, and (c) such Transfer shall be in compliance with any applicable state or foreign securities or “blue sky” laws. If Transferred to a Permitted Transferee, all such Notes, Escrow Notes and Note Payment Rights shall remain subject to the terms and conditions of this Agreement, the Notes, Escrow Notes, and if applicable, the Escrow Agreement.
