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.
Transfers of Notes. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
Transfers of Notes. (a) Transfers of interests in the Global Notes
Transfers of Notes. Each of Funding Agents and the Purchasers agrees that any interest in the Notes purchased or otherwise acquired by it will be acquired for investment only and not with a view to any distribution thereof, and that it will not offer to sell or otherwise dispose of any Note acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or the registration or qualification requirements of any applicable state or other securities laws. Each of the Funding Agents and the Purchasers acknowledges that it has no right to require the Issuer to register, under the Securities Act or any other securities law, the Notes (or any interest therein) acquired by it pursuant to this Agreement, any Joinder Supplement or any Transfer Supplement. Each of the Funding Agents and the Purchasers hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Notes, it has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser which executes a Joinder Supplement agrees that it will comply with all transfer restrictions specified in the Indenture and will execute and deliver to the Issuer, the Seller, the Servicer, the Depositor, the Indenture Trustee and the Funding Agents on or before the effective date of its Joinder Supplement a letter in the form attached hereto as Exhibit A (an “Investment Letter”) with respect to the purchase by such Purchaser of an interest in the Notes. Each initial purchaser of a Note or any interest therein and any Assignee thereof or Participant therein shall certify to the Issuer, the Seller, the Servicer, the Depositor, the Indenture Trustee and the Funding Agents that it is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership (or any other entity treated as a corporation or a partnership for federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Notes may constitute unrelated business taxable income or (iii) a person not described in (i) or (ii) whose income fro...
Transfers of Notes. 7.1 No restrictions on transfer of Notes Subject to this Deed and the applicable Supplementary Terms Notice, there shall be no restriction on the transfer of Notes.
Transfers of Notes. 6.1 Subject to Article XI of the Securities Purchase Agreement, Clause 6.3 and Clause 19, a Note may be transferred in whole (but not in part) upon surrender of such Note, with the endorsed form of transfer duly completed, at the office of the Issuer specified in Clause 21.1, together with such evidence as the Issuer may reasonably require to prove:
(a) the title of the transferor; and
(b) the authority of the individuals who have executed the form of transfer. The transfer of a Note will be effected without charge.
6.2 Within five (5) Business Days of the surrender of a Note in accordance with Clause 6.1 above, the Issuer will register the transfer in question and deliver a new Note to the relevant holder at its specified office or (at the request and risk of such relevant holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant holder.
6.3 No Noteholder may require transfers to be registered during the period of five (5) Business Days prior to the due date for any payment of principal in respect of any Note.
Transfers of Notes. Neither this Note nor any of Xxxxxx’s rights hereunder may be transferred except with the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, and in full compliance with applicable laws (including securities laws). Any transfer of this Note authorized pursuant to this Section 6(d) shall be effective only upon surrender of this Note to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
Transfers of Notes. (i) Subject to Section 2.4(b)(vii), exchanges or transfers of beneficial interests in a Global Note may be made only in accordance with the rules and regulations of the Depositary (and, in the case of a Regulation S Global Note, Euroclear and Clearstream, Luxembourg) and the transfer restrictions contained in the legend on such Global Note and exchanges or transfers of interests in a Global Note may be made only in accordance with the following:
(A) Subject to clauses (B) and (C) of this Section 2.4(b)(i), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.
(B) The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Restricted Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-1 (a “Rule 144A Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Component Security for a beneficial interest in a Restricted Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-3 (a “Rule 144A Component Security Transfer Certificate”).
(C) The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note upon provision to the Trustee and the Co-Issuers of a written certification substantially in the form of Exhibit C-2 (a “Regulation S Note Transfer Certificate”). The Trustee shall cause the exchange or transfer of any beneficial interest in a Restricted Component Security for a beneficial interest in a Regulation S Global Component Security upon provision to the Trustee and the Issuer of a written certification substantially in the form of Exhibit C-4 (a “Regulation S Component Security Transfer Certificate”).
(D) An owner of a beneficial interest in a Regulation S Global Note or Regulation S Global Communication Note may transfer such interest in the form of a beneficial interest in such Regulation S Global Note or Regulation S Global Component Security, as applicable, without the provision of written certification; provided that (i) such transfer is not made to a U.S. Person or for the account or benefit of a U.S. Person, (ii) in the...
Transfers of Notes. 14.1 No restrictions on transfer of Notes Subject to this deed and the corresponding Series Notice, there shall be no restriction on the transfer of Notes.
14.2 Minimum transfer
(a) (Corporations Law) A Noteholder shall not be entitled to transfer any of its Notes unless the offer or invitation to the transferee by the Noteholder in relation to such Notes is an excluded offer or an excluded invitation for the purposes of the Corporations Law.
(b) (Series Notice) Without limiting the generality of clause 14.1, or the operation of clause 14.2(a), a Noteholder shall not be entitled to transfer any of its Notes unless the amount payable by the transferee is greater than the minimum amount (if any) provided in the Series Notice for the Notes.
Transfers of Notes. (a) The following provisions shall apply with respect to any proposed transfer of any Transfer Restricted Note prior to the expiration of the holding period applicable to sales of such Notes under Rule 144, and the Security Registrar shall refuse to register any transfer of such Notes not complying with the restrictions set forth in the Restricted Notes Legend and in this Article V. In addition to the requirements set forth in Section 305 of the Indenture, Restricted Transfer Notes that are presented or surrendered for registration of transfer or exchange pursuant to Section 305 of the Indenture shall be accompanied by the following additional information and documents, as applicable, upon which the Security Registrar may conclusively rely:
(1) if such Transfer Restricted Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto);
(2) if such Transfer Restricted Notes are being transferred (1) to a QIB in accordance with Rule 144 or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B hereto);
(3) if such Transfer Restricted Notes are being transferred pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S, certifications to that effect from such Holder (in substantially the form of Exhibit B and Exhibit C hereto); or
(4) if such Transfer Restricted Notes are being transferred in reliance on and in compliance with (1) an exemption from registration in accordance with Rule 144 under the Securities Act or (2) another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B attached hereto) and an opinion of counsel, certification or other evidence as may reasonably be required to that effect if the Issuer or the Trustee so requests.
(b) A Holder of a beneficial interest in Regulation S Global Note who wishes to transfer its interest in such Note to a QIB in accordance with Rule 144A who takes delivery in the form of a beneficial interest in the Restricted Global Note shall deliver to the Security Registrar a certification to that effect (in substantially the form of Exhibit C attached hereto) upon which the Security Registrar may conclusively rel...
