Ordinance 99-78 - Laserfiche WebLink

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shall be actually delivered such person may not have held such office or may not have been so authorized. The 1999B Bond shall bear thereon a certificate of authentication, in the form set forth on Exhibit A attached hereto, executed manually by the Registrar (when the City's Finance Department shall act as Registrar, the certificate of authentication shall be manually executed by the City's Finance Director). Only if a 1999B Bond shall bear thereon such certificate of authentication shall it be entitled to any right or benefit under this Ordinance and no 1999B Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. The certificate of authentication of the Registrar upon the 1999B Bond executed on behalf of the City shall be conclusive evidence that the 1999B Bond so authenticated have been duly authenticated and delivered under this Ordinance and that the Owner thereof is entitled to the benefits of this Ordinance. SECTION 2.4 NEGOTIABILITY. REGISTRATION AND CANCELLATION. The Registrar shall keep books for the registration of the 1999B Bond and for the registration of transfers of the 1999B Bond. The 1999B Bond shall be transferable at the option of the registered Owner thereof to an institutional holder, but subject to the prior written approval of the City's Finance Director (which shall not be unreasonably withheld if the intended transferee provides a suitability letter addressed to the City as to the sophistication of the investor) unless such institutional holder is a bank or trust company, or unless such institutional holder, which is not a bank or trust company, certifies in writing to the City prior to the transfer that it is an accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended and supplemented, in which case such approval shall not be required, and upon surrender thereof at the office of the Registrar (the designated corporate trust office of the Registrar if the City's Finance Department is not the Registrar) with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Owner or his duly authorized attorney. Upon the transfer of such 1999B Bond, the City shall issue in the name of the transferee a new 1999B Bond. The City, the Paying Agent and the Registrar shall deem and treat the person in whose name the 1999B Bond shall be registered upon the books kept by the Registrar as the absolute Owner of such 1999B Bond, whether such 1999B Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 1999B Bond as the same become due and for all other purposes. All such payments so made to any such Owner or upon hislher order shall be valid and effectual to satisfy and discharge the liability upon such 1999B Bond to the extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of transferring the 1999B Bond is exercised, the City shall execute and the Registrar shall authenticate and deliver the 1999B Bond in accordance with the provisions of this Ordinance. The 1999B Bond surrendered in any such transfers shall forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in this Section. The City or the Registrar (if not the City's Finance Department) may require the payment of a sum sufficient to pay any tax, fee or other governmental charges required to be paid with respect to such transfer. 10