Common use of Purchase and transfer of Bonds Clause in Contracts

Purchase and transfer of Bonds. 5.1 Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable and may be pledged. 5.2 Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. Without limiting the generality of the foregoing: Bondholders that are US Persons or located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A under the US Securities Act that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the US Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available). The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. 5.3 Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilize its voting rights under this Bond Agreement.

Appears in 5 contracts

Samples: Bond Agreement (Teekay Offshore Partners L.P.), Bond Agreement (Teekay Corp), Bond Agreement (Teekay Offshore Partners L.P.)

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Purchase and transfer of Bonds. 5.1 Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable and may be pledged. 5.2 Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. Without limiting the generality of the foregoing: Bondholders that are US Persons or located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A under the US Securities Act that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the US Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available). The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. 5.3 Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilize its voting rights under this Bond Agreement.

Appears in 2 contracts

Samples: Bond Agreement (Teekay Offshore Partners L.P.), Bond Agreement (Teekay Offshore Partners L.P.)

Purchase and transfer of Bonds. 5.1 The Bonds are not offered to and may not be subscribed by investors located in the United States except for "Qualified Institutional Buyers" (QIBs) within the meaning of Rule 144A under the US Securities Act. In addition to the subscription agreement each initial purchaser will be required to execute, each US investor that wishes to purchase Bonds, will be required to execute and deliver to the Issuer a certification in a form determined by the Issuer, stating, among other things, that the purchaser is a QIB. 5.2 Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable 5 and any other restrictions that may be pledged. 5.2 imposed on Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under by local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each bondholder must ensure compliance with local laws , the Bonds are freely transferable and regulations applicable at own cost and expense. Without limiting the generality of the foregoing: may be pledged. 5.3 Bondholders that are US Persons or located in the United States will are not be permitted to transfer the Bonds Bond except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A under the US Securities Act that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the US Securities Act in a transaction on the Oslo BørsAct, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder there under (if available). The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. 5.3 5.4 Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilize its voting rights under this Bond Agreement.

Appears in 1 contract

Samples: Bond Agreement (Ship Finance International LTD)

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Purchase and transfer of Bonds. 5.1 Subject to the restrictions set forth in this Clause 5, the Bonds are freely transferable and may be pledged. 5.2 Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. Without limiting the generality of the foregoing: Bondholders that are US Persons or located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A l44A under the US Securities Act that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144Al44A, (c) outside the United States in accordance with Regulation S under the US Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available). The Bonds may not be purchased by, or for the benefit of, persons resident in Canada. 5.3 Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilize its voting rights under this Bond Agreement.

Appears in 1 contract

Samples: Bond Agreement (Teekay LNG Partners L.P.)

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