Transferability of Notes Sample Clauses
The Transferability of Notes clause defines the conditions under which promissory notes or similar debt instruments can be transferred from one party to another. Typically, this clause outlines whether the holder of a note may assign, sell, or otherwise transfer their rights and obligations to a third party, and may specify any required consents or procedures for such a transfer. By clarifying these rules, the clause ensures that all parties understand how ownership of the notes can change hands, thereby reducing disputes and providing certainty regarding the negotiability and liquidity of the notes.
Transferability of Notes. Each Consenting Convertible Note Holder agrees that, during the Pre-Closing Period, it shall not, directly or indirectly, sell, assign, loan, issue, 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 (each, a “Transfer”) any of its Convertible Notes, and any purported Transfer of any Notes shall be null and void and without effect, unless the transferee thereof (the “Transferee”) either (i) is a Consenting Convertible Note Holder at the time of such Transfer, or (ii) prior to the effectiveness of such Transfer, agrees in writing, for the benefit of and in a manner satisfactory the Parties, to become bound by all of the terms of this Agreement applicable to a Consenting Convertible Note Holder (including with respect to any and all Convertible Notes it already may own or control prior to such Transfer) by executing a joinder agreement in form and substance satisfactory to the Parties (a “Joinder Agreement”), and delivering an executed copy thereof to counsel to each Party, in which event (x) the Transferee shall be deemed to be a Consenting Convertible Note Holder hereunder with respect to all Convertible Notes held by such Transferee and (y) the transferor Consenting Convertible Note Holder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement solely to the extent of such transferred Convertible Notes. Notwithstanding the foregoing, the restrictions on Transfer set forth in this Section 6.14 shall not apply to the grant of any Liens or encumbrances on any Convertible Notes in favor of a bank or broker-dealer holding custody of such Convertible Notes in the ordinary course of business, which do not adversely affect such Consenting Convertible Note Holder’s obligations under this Agreement, and which Lien or encumbrance is released upon the Transfer of such Convertible Notes. Any Transfer that does not comply with the foregoing shall be deemed void ab initio and each Party hereto shall have the right to enforce the voiding of such Transfer.
Transferability of Notes. 4.1 No holder of Notes will be entitled (subject as provided herein) to transfer any Note unless in accordance with paragraph 4.2. Paragraphs 4.1 to 4.7 shall apply in respect of any transfer.
4.2 Notes may be transferred without Issuer consent provided that, prior to such transfer, such transferee agrees to be bound by the terms of a Placing Letter or signs an equivalent agreement to subscribe to the Notes.
4.3 A Noteholder shall give notice to the Issuer of any transfer within 30 days of the date of such transfer.
4.4 Every instrument of transfer must be in writing in the usual or common form or such other form as the Issuer may accept, for an integral multiple of £10,000 and for less than £10,000 (or such lesser amount if it represents the Noteholder’s entire holding) and be signed by the transferor or where the transferor is a corporation given under its common seal or signed on its behalf by a duly authorised officer or agent and the transferor shall remain the owner of the Notes to be transferred until the name of the transferee is entered in the Register in respect thereof.
4.5 Every instrument of transfer must be lodged for registration at the place where the Register shall for the time being be kept accompanied by the certificate for the Notes stating all or part of the nominal amount of which is to be transferred and such other evidence as the Directors or other officers of the Issuer authorised to deal with transfers may require to prove the title of the transferor or its right to transfer the Notes and, if the instrument of transfer is executed by some other person on its behalf, the authority of the person signing the same.
4.6 No transfer shall be registered of Notes:
4.6.1 in respect of which a Conversion Notice has been given;
4.6.2 where the transfer is being made to or for the account or benefit of person or company located or otherwise resident in a Restricted Jurisdiction;
4.6.3 where the transfer of the Notes is in favour of more than one transferee; or
4.6.4 where the transfer of the Notes to the proposed transferee would constitute a violation of relevant laws or require registration thereof in the jurisdiction of the proposed transferee.
4.7 All instruments of transfer which shall be registered may be retained by the Issuer.
Transferability of Notes. 30
(a) A holder may not transfer all or any part of its Notes except (i) in accordance with this paragraph 6 or (ii) with the prior consent of the Fund and on such terms and conditions as the Fund may approve. Any other purported transfer by a participant or other holder shall be of no force or effect.
(b) All or part of any Note may be transferred at any time to a participant or to a 35 non-participant that is either (i) a member of the Fund, (ii) the central bank or other fiscal agency designated by any member for purposes of Article V, Section 1 of the Articles (“other fiscal agency”), or (iii) an official entity that has been prescribed as a holder of special drawing rights pursuant to Article XVII, Section 3 of the Articles.
(c) As from the value date of the transfer, the Note shall be held by the transferee 40 on the same terms and conditions as Notes originating under its credit arrangement (in the case of transferees that are participants in the NAB), or as the Note was held by the transferor (in the case of transferees that are non-participants in the NAB), except that (i) the transferee shall have the right to request early repayment of the transferred Note on balance of payments grounds pursuant to paragraph 11(e) of the NAB Decision only if the transferee is a member, or the institution of a member, whose balance of payment and reserve position, at the time of the transfer, is considered sufficiently strong for its currency to be usable in transfers under the Fund's financial transactions plan, or, in the case of the HKMA, the balance of payments 5 position of Hong Kong at the time of the transfer is, in the opinion of the Fund, sufficiently strong to justify such a right; (ii) if the transferee is a non-participant, references in paragraph 11 of the NAB Decision to the participant’s currency shall be deemed to refer (A) if the transferee is a member, to the transferee’s currency, (B) if the transferee is an institution of a member, to the currency of that member, and (C) in other cases, to a freely usable currency as 10 determined by the Fund; and (iii) Notes transferred in accordance with this paragraph 6 shall be considered drawn balances of the first transferor participant for purposes of determining the available commitment under its credit arrangement, and Notes obtained by a transferee participant shall not be considered drawn balances of such participant for purposes of determining the available commitment under its credit arrangement. ...
Transferability of Notes. THE Notes are, subject to Condition 6 as endorsed on the Notes, transferable by instrument in writing in the usual common form (or in such other form as the Directors of the Company may approve) in amounts and multiples of US $1. There shall not be included in any instrument of transfer any Notes other than the Notes constituted by the Instrument.
Transferability of Notes. The Notes may be transferred, in whole or from time to time in part, without the consent of the Company, unless any such transfer would violate the Securities Act; provided that Rite Aid will agree not to transfer Notes in a privately negotiated transaction to any entity that, at the closing of the PCS Acquisition, has been identified as a direct competitor of the Company on a schedule reasonably acceptable to Rite Aid.
Transferability of Notes. 4.1 Every holder of Notes will be entitled (subject as hereinafter provided) to transfer the same or any part (being an amount or integral multiple of (pound)1,000) by an instrument in writing in the usual or common form or such other form as the Company may accept. There shall not be included in any instrument of transfer any notes other than the Notes constituted by the instrument.
4.2 Every instrument of transfer must be signed by the transferor or where the transferor is a corporation given under its common seal or signed on its behalf by a duly authorised officer or agent and the transferor shall remain the owner of the Notes to be transferred until the name of the transferee is entered in the Register in respect thereof.
4.3 Every instrument of transfer must be lodged for registration at the place where the Register shall for the time being be kept accompanied by the certificate for the Notes all or part of the nominal amount of which is to be transferred and such other evidence as the Directors or other officers of the Company authorised to deal with transfers may require to prove the title of the transferor or his right to transfer the Notes and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person signing the same.
4.4 No transfer shall be registered of Notes in respect of which a notice requiring repayment has been given.
4.5 All instruments of transfer which shall be registered may be retained by the Company.
Transferability of Notes. The Lender may transfer or assign any ------------------------ such Note(s).
Transferability of Notes. 2.1 The Notes are transferable by instrument in writing in the usual common form (or in such other form as the Directors of the Company may approve) in amounts and multiples of £1. There shall not be included in any instrument of transfer any Notes other than the Notes constituted by this instrument.