TRANSFERS OF LOAN NOTES Sample Clauses

TRANSFERS OF LOAN NOTES. 4.4.1 Save for the initial transfer of any Loan Note from any Loan Note Holder by way of security assignment to a Note Trustee or its nominee in respect of the Associated Debt incurred in respect of such Series, no transfer of any Loan Note shall be effective and no Loan Note shall be subjected to any Encumbrance except in accordance with this Clause 4.4 (unless specified otherwise in any Loan Note Supplement). Any Loan Note Holder may make a transfer of the whole (but not any part) of its Loan Note or create or grant any Encumbrance in respect of such Loan Note only with the prior written consent of the Security Trustee and the Transferor (such consent not to be withheld unreasonably), provided, however, that no such transfer or Encumbrance will be permitted unless (i) (a) the Loan Note Issuer shall have received and shall have provided copies thereof to the Security Trustee and the Transferor, prior to such transfer or Encumbrance taking effect, written confirmation from the person to whom such transfer is to be made, or in whose favour such Encumbrance is to be granted or created, that such transfer or Encumbrance will not cause the holder of the relevant Loan Note to be a person other than a company within the charge to UK corporation tax; (b) the Loan Notes are "listed on a recognised stock exchange" for the purposes of section 987 of the Income Tax Xxx 0000; or (c) the Loan Note Issuer shall have received and shall have provided copies thereof to the Security Trustee and the Transferor, prior to such transfer or Encumbrance taking effect, legal opinions (in form and substance satisfactory to the Loan Note Issuer, acting reasonably) from legal advisors of recognised standing in such jurisdictions as may be required by the Loan Note Issuer that such transfer or Encumbrance would not result in the Loan Note Issuer being under an obligation to make a withholding or deduction for on account of Tax in respect of the Loan Notes; (ii) the Loan Note Holder making such transfer or subjecting the Loan Note to such Encumbrance shall be solely responsible for any costs, expenses or taxes (including, without limitation, Stamp Duties) which are incurred by the Loan Note Issuer, the Security Trustee, the Transferor, the Loan Note Holder or any other person in relation to such transfer or Encumbrance; and (iii) such transfer or Encumbrance would not result in the Loan Note Issuer being under an obligation to make a withholding or deduction for or on account of Tax in...
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TRANSFERS OF LOAN NOTES. 9.1 A Noteholder may only transfer all or part of his holding of Loan Notes with the prior written consent of the Company which can be given or withheld at its absolute discretion without giving any reasons therefor and on such terms as shall be agreed between the relevant Noteholder, his proposed transferee and the Company (a "PERMITTED TRANSFER").
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TRANSFERS OF LOAN NOTES. 4.4.1 Save for the initial transfer of a Loan Note from the Loan Note Holder under a Series to the Note Trustee or its nominee for such Series, no transfer of the Loan Note of a Series shall be effective and no Loan Note of a Series shall be subjected to any Encumbrance except in accordance with this Clause 4.4 (unless specified otherwise in any Loan Note Supplement). Any Loan Note Holder may make a transfer of the whole (but not any part) of its Loan Note or create or grant any Encumbrance in respect of such Loan Note only with the prior written consent of the Security Trustee and the Transferor Beneficiary (such consent not to be withheld unreasonably) PROVIDED HOWEVER, that no such transfer or CONFORMED COPY Encumbrance will be permitted unless (i) the Loan Note Issuer shall have received, prior to such transfer or Encumbrance taking effect, written confirmation from the Person to which such transfer is to be made or in whose favour such Encumbrance is to be granted or created that such transfer or Encumbrance will not cause the holder of the relevant Loan Note to be a person other than a company resident for United Kingdom tax purposes in the United Kingdom, (ii) the Loan Note Holder making such transfer or subjecting the Loan Note to such Encumbrance shall be solely responsible for any costs, expenses or taxes which are incurred by Loan Note Issuer, the Loan Note Holder or any other Person in relation to such transfer or Encumbrance, and (iii) such transfer is not made to any person resident in Jersey for Jersey income tax purposes other than a financial institution acting in the ordinary course of its business.
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Related to TRANSFERS OF LOAN NOTES

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.

  • Transfer of Loans The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Transfer of Loan Lender may, at any time, sell, transfer or assign the Loan Documents, or grant participations therein (“Participations”) or syndicate the Loan (“Syndication”) or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (“Securities”) (a Syndication or the issuance of Participations and/or Securities, a “Securitization”).

  • Transfers of Warrant Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Transfers of ADRs The Depositary or its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register (the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or requested by the Company. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.

  • Transfers of Rights This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby.

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