Registration Restrictions on Transfer. 3 2.1 Restrictions on Transfer......................................................3
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by the Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Registrar, the combined registers maintained by all such Registrars, are herein sometimes referred to as the “Note Register”. The Trustee is hereby appointed the initial Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Registrar. The Issuer may appoint one or more co-registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes.
(c) A Global Note shall be exchangeable for certificated, non-global Notes, without coupons and delivered to and registered in the name of Persons named by DTC, rather than DTC or a nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall any Regulation S Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Period.
(d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, be deemed to have notified all Persons who hold a beneficial interest in a Global Note through Agent Members of DTC or beneficial owners through Agent Members of DTC of the availability of certificated, non-global Notes. Upon surrender of a Global Note and ...
Registration Restrictions on Transfer. 3 3.1 Restrictions on Transfer.. . . . . . . . . . . . . . . . . . . . . . . .3
Registration Restrictions on Transfer. (a) The Company intends that any shares of Stock issued pursuant to this Notice shall be listed on the New York Stock Exchange or other nationally recognized stock exchange, and registered under the Securities Act of 1933. If no such shares of Stock are available at the time of payment, the Company may require Grantee to provide such written assurances as it deems necessary to comply with the appropriate exemption from registration and may cause a legend to be placed on the shares being issued calling attention to the fact that they have been acquired for investment and have not been registered. If the listing, registration or qualification of the shares on any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase or issuance of such shares, the Company shall not be obligated to issue or deliver shares granted hereunder unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained.
(b) Shares issued hereunder shall be subject to any restrictions on transfer then in effect pursuant to the certificate of incorporation of the Company, by-laws of the Company, or any stock ownership requirement adopted by the Company (which, as of the Grant Date, generally requires that each Non-Employee Director hold an amount of Company Stock equal to one times their annual cash and equity compensation) as each may be amended from time to time, and to any other restrictions or provisions attached hereto and made a part hereof or set forth in any other contract or agreement binding on Grantee.
Registration Restrictions on Transfer. Restrictions on Transfer2.1
Registration Restrictions on Transfer. 6 ARTICLE III COVENANTS OF THE COMPANY 14 ARTICLE IV GOVERNANCE OF THE COMPANY 18
Registration Restrictions on Transfer. 2 2.1 Registration......................................................2
Registration Restrictions on Transfer. Investor understands and acknowledges that the Shares have not been, and are not being, registered under the Securities Act or under the “blue sky” laws or securities laws of any jurisdiction and that the Shares may not be sold or transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of or an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Shares must be held indefinitely.
Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by the Note Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register and, if there shall be more than one Note Registrar, the combined registers maintained by all such Note Registrars, are herein sometimes referred to as the “Note Register”. The Trustee is hereby appointed the initial Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon any resignation or removal of the Note Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may appoint one or more co- registrars.
(b) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Register as to the names and addresses of the Noteholders and the principal amounts and numbers of such Notes.
(c) The Global Note shall be exchangeable for certificated, non-global Notes, without coupons and delivered to and registered in the name of Persons named by DTC rather than DTC or a nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or has announced an intention permanently to cease business; or (ii) after the occurrence and during the continuation of a Default or an Event of Default, the Majority Noteholders shall so advise the Trustee by written request; provided, that in no event shall the Global Note be exchanged for Notes in certificated, non-global form prior to the expiration of the Distribution Compliance Period.
(d) Upon the occurrence of any of the events in clause (c) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, be deemed to have notified all Persons who hold a beneficial interest in the Global Note through participants in DTC, or beneficial owners through participants in DTC, of the availability of definitive Notes. Upon surrender of t...
Registration Restrictions on Transfer. 2 2.1 Rights Herein Conditional.......................................................................2 2.2 Registration....................................................................................2
