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<br /> <br /> <br /> <br /> <br /> <br /> to be issued or outstanding unless such Certificate is so executed. The Paying <br /> Agent/Registrar promptly shall cancel all Bonds surrendered for conversion and exchange <br /> or replacement. No additional ordinances, orders, or resolutions need be passed or adopted <br /> by the governing body of the Issuer or any other body or person so as to accomplish the <br /> foregoing conversion and exchange or replacement of any Bond or portion thereof, and the <br /> Paying Agent/Registrar shall provide for the printing, execution, and delivery of the <br /> substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composi- <br /> tion printed on paper with lithographed or steel engraved borders of customary weight and <br /> strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6 <br /> thereof, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby <br /> imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying <br /> Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond <br /> shall be valid, incontestable, and enforceable in the same manner and with the same effect <br /> as the Initial Bond which originally was issued pursuant to this Ordinance, approved by the <br /> Attorney General, and registered by the Comptroller of Public Accounts. The Issuer shall <br /> pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, <br /> converting, and exchanging any Bond or any portion thereof, but the one requesting any such <br /> transfer, conversion, and exchange shall pay any ta3ces or governmental charges required to <br /> be paid with respect thereto as a condition precedent to the exercise of such privilege of <br /> conversion and exchange. The Paying Agent/Registrar shall not be required to make any <br /> such conversion and exchange or replacement of Bonds or any portion thereof (i) during the <br /> period commencing with the close of business on any Record Date and ending with the <br /> opening of business on the next following principal or interest payment date, or, (ii) with <br /> respect to any Bond or portion thereof called for redemption prior to maturity, within 45 <br /> days prior to its redemption date. <br /> <br /> (e) In General. All Bonds issued in conversion and exchange or replacement of any <br /> other Bond or portion thereof, (i) shall be issued in fully registered form, without interest <br /> coupons, with the principal of and interest on such Bonds to be payable only to the <br /> registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may <br /> be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall <br /> have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest <br /> on the Bonds shall be payable, all as provided, and in the manner required or indicated, in <br /> the FORM OF SUBSTITUTE BOND set forth in this Ordinance. <br /> <br /> (f) Payment of Fees and Charges. The Issuer hereby covenants with the registered <br /> owners of the Bonds that it will (i) pay the standard or customary fees and charges of the <br /> Paying Agent/Registrar for its services with respect to the payment of the principal of and <br /> interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying <br /> Agent/Registrar for services with respect to the transfer of registration of Bonds, and with <br /> respect to the conversion and exchange of Bonds solely to the extent above provided in this <br /> Ordinance. <br /> <br /> <br /> <br /> 12 <br />