Transfer, Registration and Exchange of Bonds. The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds registered in the name of the transferee or transferees for a like aggregate principal amount, of any denomination or denominations authorized by this Indenture. No transfer of any Bond shall be effective until entered on the books of registry. Any Bond surrendered in any such registration of transfer shall forthwith be cancelled by the Trustee. Any Bonds registered and transferred to a new Holder pursuant to this Section shall be delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder at his or her request, risk and expense. Bonds, upon surrender thereof at the principal corporate trust office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination or denominations authorized by this Indenture and in the same form as the Bonds surrendered for exchange. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any such exchange shall be delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes or other governmental charges required to be paid with respect to the registration of transfer or exchange of the Bonds shall be paid by the Holder requesting registration of such transfer or exchange, as a condition precedent to the exercise of such privilege. The Authority or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer or exchange sufficient to reimburse it for any and all costs required to be paid in respect thereof.
Appears in 4 contracts
Samples: Trust Indenture (Consolidated Edison Co of New York Inc), Trust Indenture (Consolidated Edison Inc), Trust Indenture (Consolidated Edison Inc)
Transfer, Registration and Exchange of Bonds. The transfer of Registrar shall maintain and keep, at its Principal Office, books for the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar registration and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Authority shall execute Pollution Control Corporation, the Trustee and the Trustee shall authenticate and deliver in exchange Company; and, upon presentation for such Bonds a new purpose of any Bond entitled to registration or Bonds registered in registration of transfer at the name Principal Office of the transferee Registrar, the Registrar shall register or transferees for a like aggregate principal amountregister the transfer in such books, under such reasonable regulations as the Registrar may prescribe. The Registrar shall make all necessary provisions to permit the exchange or registration of any denomination or denominations authorized by this Indenturetransfer of Bonds at its Principal Office. No The transfer of any Bond shall be effective until entered on registered upon the registration books of registrythe Registrar at the written request of the Owner thereof or his attorney duly authorized in writing, upon surrender thereof at the Principal Office of the Registrar, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Any Bond surrendered in any such Upon the registration of transfer of any such Bond or Bonds, the Pollution Control Corporation shall forthwith be cancelled by issue in the name of the transferee, in authorized denominations, a new Bond or Bonds in the same aggregate principal amount as the surrendered Bond or Bonds. The Pollution Control Corporation, the Trustee. Any Bonds registered , the Paying Agent, any Co-Paying Agent and transferred to a new Holder pursuant to this Section the Registrar may deem and treat the Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be delivered overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and, except as provided in Section 2.02 hereof, interest on, such Bond and for all other purposes, and neither the Pollution Control Corporation, the Trustee, the Paying Agent, any Co-Paying Agent nor the Registrar shall be affected by any notice to the Holder at contrary. All such payments so made to any such Owner or upon his order shall be valid and effective to satisfy and discharge the principal office liability upon such Bond to the extent of the Registrar and Paying Agent sum or sent by first-class mail to the Holder at his or her request, risk and expensesums so paid. Bonds, upon surrender thereof at the principal corporate trust office Principal Office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination authorized denomination. In all cases in which the privilege of exchanging Bonds or denominations authorized by registering the transfer of Bonds is exercised, the Pollution Control Corporation shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture and in the same form as the Bonds surrendered for exchangeIndenture. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any For every such exchange shall be delivered or registration of transfer of Bonds, whether temporary or definitive, the Pollution Control Corporation, the Registrar, or the Trustee may make a charge sufficient to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes reimburse it for any tax or other governmental charges charge required to be paid with respect to the such exchange or registration of transfer transfer, which sum or exchange of the Bonds sums shall be paid by the Holder person requesting such exchange or registration of such transfer or exchange, as a condition precedent to the exercise of the privilege of making such privilegeexchange or registration of transfer. The Authority Registrar shall not be obligated (a) to make any such exchange or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer of Bonds during the fifteen (15) days next preceding the date on which notice of any proposed redemption of Bonds is given, (b) to make any exchange or exchange sufficient to reimburse it registration of transfer of any Bonds called for any and all costs required redemption. The Bonds are to be paid initially registered in the name of Cede & Co., as nominee for the Depositary. Such Bonds shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:
(a) such Bonds may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and
(b) such Bond may be exchanged for definitive Bonds registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if:
(i) the Depositary shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Bonds and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Bonds;
(ii) the Company shall have delivered to the Trustee a written instrument to the effect that such Bonds shall be so exchangeable on and after a date specified therein; or
(1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 10.19 hereof and (3) there shall have been delivered to the Pollution Control Corporation, the Company and the Trustee an opinion of counsel to the effect that the interests of the beneficial owners of such Bonds in respect thereofthereof will be materially impaired unless such owners become owners of definitive Bonds. The Bonds delivered to the Depositary may contain a legend reflecting the foregoing restrictions on registration of transfer and exchange.
Appears in 1 contract
Transfer, Registration and Exchange of Bonds. The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer the Authority shall execute and the Trustee shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds registered in the name of the transferee or transferees for a like aggregate principal amount, of any denomination or denominations authorized by this Indenture. No transfer of any Bond shall be effective until entered on the books of registry. Any Bond surrendered in any such registration of transfer shall forthwith be cancelled by the Trustee. Any Bonds registered and transferred to a new Holder pursuant to this Section shall be delivered to the Holder at the principal office applicable Principal Corporate Trust Office of the Registrar and Paying Agent or sent by first-class mail to the Holder at his or her request, risk and expense. Bonds, upon surrender thereof at the principal corporate trust office applicable Principal Corporate Trust Office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination or denominations authorized by this Indenture and in the same form as the Bonds surrendered for exchange. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any such exchange shall be delivered to the Holder at the principal office applicable Principal Corporate Trust Office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes or other governmental charges required to be paid with respect to the registration of transfer or exchange of the Bonds shall be paid by the Holder requesting registration of such transfer or exchange, as a condition precedent to the exercise of such privilege. The Authority or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer or exchange sufficient to reimburse it for any and all costs required to be paid in respect thereof.
Appears in 1 contract
Samples: Indenture of Trust (Keyspan Corp)
Transfer, Registration and Exchange of Bonds. The transfer of Registrar shall maintain and keep, at its Principal Office, books for the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar registration and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Authority shall execute Authority, the Trustee and the Trustee shall authenticate and deliver in exchange Company; and, upon presentation for such Bonds a new purpose of any Bond entitled to registration or Bonds registered in registration of transfer at the name Principal Office of the transferee Registrar, the Registrar shall register or transferees for a like aggregate principal amountregister the transfer in such books, under such reasonable regulations as the Registrar may prescribe. The Registrar shall make all necessary provisions to permit the exchange or registration of any denomination or denominations authorized by this Indenturetransfer of Bonds at its Principal Office. No The transfer of any Bond shall be effective until entered on registered upon the registration books of registrythe Registrar at the written request of the Owner thereof or his attorney duly authorized in writing, upon surrender thereof at the Principal Office of the Registrar, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Any Bond surrendered in any such Upon the registration of transfer of any such Bond or Bonds, the Authority shall forthwith be cancelled by issue in the name of the transferee, in authorized denominations, a new Bond or Bonds in the same aggregate principal amount as the surrendered Bond or Bonds. The Authority, the Trustee. Any Bonds registered , the Paying Agent, any Co-Paying Agent and transferred to a new Holder pursuant to this Section the Registrar may deem and treat the Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be delivered overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and, except as provided in Section 2.02 hereof, interest on such Bond and for all other purposes, and neither the Authority, the Trustee, the Paying Agent, any Co-Paying Agent nor the Registrar shall be affected by any notice to the Holder at contrary. All such payments so made to any such Owner or upon his order shall be valid and effective to satisfy and discharge the principal office liability upon such Bond to the extent of the Registrar and Paying Agent sum or sent by first-class mail to the Holder at his or her request, risk and expensesums so paid. Bonds, upon surrender thereof at the principal corporate trust office Principal Office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination authorized denomination. In all cases in which the privilege of exchanging Bonds or denominations authorized by registering the transfer of Bonds is exercised, the Authority shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture and in the same form as the Bonds surrendered for exchangeIndenture. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any For every such exchange shall be delivered or registration of transfer of Bonds, whether temporary or definitive, the Authority, the Registrar, or the Trustee may make a charge sufficient to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes reimburse it for any tax or other governmental charges charge required to be paid with respect to the such exchange or registration of transfer transfer, which sum or exchange of the Bonds sums shall be paid by the Holder person requesting such exchange or registration of such transfer or exchange, as a condition precedent to the exercise of the privilege of making such privilegeexchange or registration of transfer. The Authority Registrar shall not be obligated (a) to make any such exchange or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer of Bonds during the fifteen (15) days next preceding the date on which notice of any proposed redemption of Bonds is given or (b) to make any exchange sufficient to reimburse it or registration of transfer of any Bonds called for any and all costs required redemption. The Bonds are to be paid initially registered in the name of Cede & Co., as nominee for the Depositary. Such Bonds shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:
(a) such Bonds may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and
(b) such Bond may be exchanged for definitive Bonds registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if:
(i) the Depositary shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Bonds and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Bonds;
(ii) the Company shall have delivered to the Trustee a written instrument to the effect that such Bonds shall be so exchangeable on and after a date specified therein; or
(1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 10.19 hereof and (3) there shall have been delivered to the Authority, the Company and the Trustee an opinion of counsel to the effect that the interests of the beneficial owners of such Bonds in respect thereofthereof will be materially impaired unless such owners become owners of definitive Bonds. The Bonds delivered to the Depositary may contain a legend reflecting the foregoing restrictions on registration of transfer and exchange.
Appears in 1 contract
Transfer, Registration and Exchange of Bonds. The transfer of the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer the Authority shall execute and the Trustee Registrar and Paying Agent shall authenticate and deliver in exchange for such Bonds a new Bond or Bonds of the same subseries, if any, registered in the name of the transferee or transferees for a like aggregate principal amount, of any denomination or denominations authorized by this Indenture. No transfer of any Bond shall be effective until entered on the books of registry. Any Bond surrendered in any such registration of transfer shall forthwith be cancelled by the TrusteeRegistrar and Paying Agent. Any Bonds registered and transferred to a new Holder pursuant to this Section shall be delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder at his or her request, risk and expense. Bonds, upon surrender thereof at the principal corporate trust office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same subseries, if any, of any denomination or denominations authorized by this Indenture and in the same form as the Bonds surrendered for exchange. All Bonds so surrendered pursuant to this Section shall be cancelled by the TrusteeRegistrar and Paying Agent. Any Bonds to be delivered to the Holder upon any such exchange shall be delivered to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes or other governmental charges required to be paid with respect to the registration of transfer or exchange of the Bonds shall be paid by the Holder requesting registration of such transfer or exchange, as a condition precedent to the exercise of such privilege. The Authority or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer or exchange sufficient to reimburse it for any and all costs required to be paid in respect thereof.
Appears in 1 contract
Transfer, Registration and Exchange of Bonds. The transfer of Registrar shall maintain and keep, at its Principal Office, books for the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar registration and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Authority shall execute Pollution Control Corporation, the Trustee and the Trustee shall authenticate and deliver in exchange Company; and, upon presentation for such Bonds a new purpose of any Bond entitled to registration or Bonds registered in registration of transfer at the name Principal Office of the transferee Registrar, the Registrar shall register or transferees for a like aggregate principal amountregister the transfer in such books, under such reasonable regulations as the Registrar may prescribe. The Registrar shall make all necessary provisions to permit the exchange or registration of any denomination or denominations authorized by this Indenturetransfer of Bonds at its Principal Office. No The transfer of any Bond shall be effective until entered on registered upon the registration books of registrythe Registrar at the written request of the Owner thereof or his attorney duly authorized in writing, upon surrender thereof at the Principal Office of the Registrar, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Any Bond surrendered in any such Upon the registration of transfer of any such Bond or Bonds, the Pollution Control Corporation shall forthwith be cancelled by issue in the name of the transferee, in authorized denominations, a new Bond or Bonds in the same aggregate principal amount as the surrendered Bond or Bonds. The Pollution Control Corporation, the Trustee. Any Bonds registered , the Paying Agent, any Co-Paying Agent and transferred to a new Holder pursuant to this Section the Registrar may deem and treat the Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be delivered overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and, except as provided in Section 2.02 hereof, interest on such Bond and for all other purposes, and neither the Pollution Control Corporation, the Trustee, the Paying Agent, any Co-Paying Agent nor the Registrar shall be affected by any notice to the Holder at contrary. All such payments so made to any such Owner or upon his order shall be valid and effective to satisfy and discharge the principal office liability upon such Bond to the extent of the Registrar and Paying Agent sum or sent by first-class mail to the Holder at his or her request, risk and expensesums so paid. Bonds, upon surrender thereof at the principal corporate trust office Principal Office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination authorized denomination. In all cases in which the privilege of exchanging Bonds or denominations authorized by registering the transfer of Bonds is exercised, the Pollution Control Corporation shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture and in the same form as the Bonds surrendered for exchangeIndenture. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any For every such exchange shall be delivered or registration of transfer of Bonds, whether temporary or definitive, the Pollution Control Corporation, the Registrar, or the Trustee may make a charge sufficient to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes reimburse it for any tax or other governmental charges charge required to be paid with respect to the such exchange or registration of transfer transfer, which sum or exchange of the Bonds sums shall be paid by the Holder person requesting such exchange or registration of such transfer or exchange, as a condition precedent to the exercise of the privilege of making such privilegeexchange or registration of transfer. The Authority Registrar shall not be obligated (a) to make any such exchange or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer of Bonds during the fifteen (15) days next preceding the date on which notice of any proposed redemption of Bonds is given or (b) to make any exchange sufficient to reimburse it or registration of transfer of any Bonds called for any and all costs required redemption. The Bonds are to be paid initially registered in the name of Cede & Co., as nominee for the Depositary. Such Bonds shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:
(a) such Bonds may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and
(b) such Bond may be exchanged for definitive Bonds registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if:
(i) the Depositary shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Bonds and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Bonds;
(ii) the Company shall have delivered to the Trustee a written instrument to the effect that such Bonds shall be so exchangeable on and after a date specified therein; or
(1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 10.19 hereof and (3) there shall have been delivered to the Pollution Control Corporation, the Company and the Trustee an opinion of counsel to the effect that the interests of the beneficial owners of such Bonds in respect thereofthereof will be materially impaired unless such owners become owners of definitive Bonds. The Bonds delivered to the Depositary may contain a legend reflecting the foregoing restrictions on registration of transfer and exchange.
Appears in 1 contract
Transfer, Registration and Exchange of Bonds. The transfer of Registrar shall maintain and keep, at its Principal Office, books for the Bonds may be registered only upon the books of registry required to be kept pursuant to Section 7.02 upon surrender thereof to the Registrar registration and Paying Agent, together with an assignment duly executed by the Holder thereof or his or her duly authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent. Upon any such registration of transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Authority shall execute Authority, the Trustee and the Trustee shall authenticate and deliver in exchange Company; and, upon presentation for such Bonds a new purpose of any Bond entitled to registration or Bonds registered in registration of transfer at the name Principal Office of the transferee Registrar, the Registrar shall register or transferees for a like aggregate principal amountregister the transfer in such books, under such reasonable regulations as the Registrar may prescribe. The Registrar shall make all necessary provisions to permit the exchange or registration of any denomination or denominations authorized by this Indenturetransfer of Bonds at its Principal Office. No The transfer of any Bond shall be effective until entered on registered upon the registration books of registrythe Registrar at the written request of the Owner thereof or his attorney duly authorized in writing, upon surrender thereof at the Principal Office of the Registrar, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Any Bond surrendered in any such Upon the registration of transfer of any such Bond or Bonds, the Authority shall forthwith be cancelled by issue in the name of the transferee, in authorized denominations, a new Bond or Bonds in the same aggregate principal amount as the surrendered Bond or Bonds. The Authority, the Trustee. Any Bonds registered , the Paying Agent, any Co-Paying Agent and transferred to a new Holder pursuant to this Section the Registrar may deem and treat the Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be delivered overdue or not, for the purpose of receiving payment of, or on account of, the principal of and premium, if any, and, except as provided in Section 2.02 hereof, interest on, such Bond and for all other purposes, and neither the Authority, the Trustee, the Paying Agent, any Co-Paying Agent nor the Registrar shall be affected by any notice to the Holder at contrary. All such payments so made to any such Owner or upon his order shall be valid and effective to satisfy and discharge the principal office liability upon such Bond to the extent of the Registrar and Paying Agent sum or sent by first-class mail to the Holder at his or her request, risk and expensesums so paid. Bonds, upon surrender thereof at the principal corporate trust office Principal Office of the Registrar and Paying Agent, together with an assignment duly executed by the Holder or his or her authorized agent and accompanied by a guarantee of signature, each in such form as shall be satisfactory to the Registrar and Paying Agent, may, at the option of the Holder Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of any denomination authorized denomination. In all cases in which the privilege of exchanging Bonds or denominations authorized by registering the transfer of Bonds is exercised, the Authority shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture and in the same form as the Bonds surrendered for exchangeIndenture. All Bonds so surrendered pursuant to this Section shall be cancelled by the Trustee. Any Bonds to be delivered to the Holder upon any For every such exchange shall be delivered or registration of transfer of Bonds, whether temporary or definitive, the Authority, the Registrar, or the Trustee may make a charge sufficient to the Holder at the principal office of the Registrar and Paying Agent or sent by first-class mail to the Holder thereof at his or her request, risk and expense. Any taxes reimburse it for any tax or other governmental charges charge required to be paid with respect to the such exchange or registration of transfer transfer, which sum or exchange of the Bonds sums shall be paid by the Holder person requesting such exchange or registration of such transfer or exchange, as a condition precedent to the exercise of the privilege of making such privilegeexchange or registration of transfer. The Authority Registrar shall not be obligated (a) to make any such exchange or the Registrar and Paying Agent, or both, may charge the Company for every registration of transfer of Bonds during the fifteen (15) days next preceding the date on which notice of any proposed redemption of Bonds is given or (b) to make any exchange sufficient to reimburse it or registration of transfer of any Bonds called for any and all costs required redemption. The Bonds are to be paid initially registered in the name of Cede & Co., as nominee for the Depositary. Such Bonds shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:
(a) such Bonds may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and
(b) such Bond may be exchanged for definitive Bonds registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if:
(i) the Depositary shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Bonds and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Bonds;
(ii) the Company shall have delivered to the Trustee a written instrument to the effect that such Bonds shall be so exchangeable on and after a date specified therein; or
(1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 10.19 hereof and (3) there shall have been delivered to the Authority, the Company and the Trustee an opinion of counsel to the effect that the interests of the beneficial owners of such Bonds in respect thereofthereof will be materially impaired unless such owners become owners of definitive Bonds. The Bonds delivered to the Depositary may contain a legend reflecting the foregoing restrictions on registration of transfer and exchange.
Appears in 1 contract