Definitive Note Legend Clause Samples
Definitive Note Legend. Each Definitive Note issued in exchange for a beneficial interest in a Global Note shall bear a legend in substantially the following form: THIS NOTE AND ANY INTEREST HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ON OR PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFER OF THIS NOTE AND THE CLOSING DATE OF THE OFFER OF THIS NOTE (OR SUCH SHORTER PERIOD OF TIME PERMITTED BY REGULATION S UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER), MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (I) TO NON U.S PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), TO THE GUARANTORS OR ANY SUBSIDIARY THEREOF; OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITY ACT AND (II) IN COMPLIANCE WITH ALL APPLICABLE LAWS OF ANY OTHER JURISDICTION. AFTER THE RESALE RESTRICTION TERMINATION DATE, THIS NOTE AND ANY INTEREST HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE U.S. SECURITIES ACT AND ALL APPLICABLE LAWS OF ANY OTHER JURISDICTION. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN AGREES THAT IT WILL DELIVER TO EACH PURCHASER OF THIS NOTE OR BENEFICIAL INTERESTS HEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT THEREOF.
Definitive Note Legend. Each Definitive Note will bear a legend in substantially the following form: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
Definitive Note Legend. Each Definitive Note will also bear a legend in substantially the following form: “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” Upon any sale or transfer of a Restricted Definitive Note pursuant to Rule 144, the Registrar will permit the transferee thereof to exchange such Restricted Definitive Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Restricted Definitive Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
Definitive Note Legend. Prior to delivery by SFC of the Rule 144A Availability Notice to the Trustee, each Definitive Note shall bear a legend in substantially the following form: "UNTIL SWIFT FOODS COMPANY ▇▇▇▇▇▇▇▇ ▇▇▇ RULE 144A AVAILABILITY NOTICE (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), (A) THIS SECURITY MAY NOT BE TRANSFERRED IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND (B) THIS SECURITY MAY NOT BE EXCHANGED FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE OR TRANSFERRED TO A PERSON THAT TAKES DELIVERY THEREOF IN THE FORM OF A BENEFICIAL INTEREST IN A GLOBAL NOTE."
Definitive Note Legend. Definitive Notes will bear a legend substantially in the following form: “THIS NOTE WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE UNLESS THE HOLDER OF THIS NOTE, SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD NO NOTES.”
Definitive Note Legend. Each Definitive Note will also bear a legend in substantially the following form: “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”
(A) Upon any sale or transfer of a Restricted Definitive Note (including any Restricted Definitive Note represented by a Global Note) pursuant to Rule 144, the Registrar will permit the transferee thereof to exchange such Restricted Definitive Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Restricted Definitive Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
(B) After a transfer of any Initial Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining to legends relating to the restrictions on transfer relating to the Securities Act on such Initial Note will cease to apply, the requirements requiring that any such Initial Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or an Initial Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes upon exchange of such transferring Holder’s certificated Initial Note or appropriate directions to transfer such Holder’s interest in the Global Note, as applicable.
(C) Upon the consummation of an Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form, in each case without the restrictive securities legend relating to the restrictions on transfer relating to the Securities Act set forth in Exhibit A hereto will be available to Holders that exchange such Initial Notes in such Exchange Offer.
Definitive Note Legend. Section 2.1(c) Depositary Section 1.1 DTC Section 2.1(c) ERISA Section 2.1(c) Escrow Agent Section 12.1(a) Escrow Agreement Section 12.1 Escrow Conditions Section 12.2(a)(iii) Escrow Officer’s Certificate Section 12.2 Escrow Outside Date Section 12.2(b) Escrow Release Section 12.2 Escrow Release Date Section 12.2 Escrowed Property Section 12.1(b) Event of Default Section 6.1 Excess Proceeds Section 3.7(d) Fixed Amounts Section 1.3(c) Foreign Collateral Section 11.4(r) Global Note Legend Section 2.1(c)