Common use of Registration Restrictions on Transfer Clause in Contracts

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 receipt of instructions for re-registration, the Issuer will execute and the Trustee, upon receipt of an Issuer Order, will authenticate certificated, non-global Notes to be exchanged by the Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrendered. (e) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be, shall be made only in accordance with this Section 2.13(e): (i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time. Upon receipt by the Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.

Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by kept at the Corporate Trust Office of 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) A Except as otherwise provided herein, transfer of any Restricted Global Note shall be exchangeable limited to transfers in whole, but not in part, to DTC, its successors or their respective nominees. Any Restricted Global Note shall be exchanged for certificated, non-global definitive Notes, without coupons coupons, and delivered to and registered in the name of Persons named by DTC, rather than DTC or a to the nominee for DTC, if (i) the Issuer advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as Registered Depositary with respect to the Notes or that DTC has ceased to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer is unable to appoint a qualified successor within 90 days after notice from DTC or after the Issuer becomes aware of such cessation, (ii) the Issuer, at its option, elects to terminate the book-entry system through DTC with respect to the Notes and cause issuance of certificated Notes or (iii) after the occurrence and during the continuation of a Default or an Event of Default, DTC or beneficial owners holding interests representing an aggregate principal amount of Notes of more than 50% of the Notes represented by the Restricted Global Note shall so advise the Trustee by written request. (d) Any Regulation S Global Note shall be exchangeable for definitive Notes, without coupons and delivered to and registered in the name of Persons named by Euroclear and Clearstream, rather than to the nominee for Euroclear and Clearstream, if (i) the Issuer advises the Trustee in writing that Euroclear or Clearstream 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, Euroclear or Clearstream or beneficial owners holding interests representing an aggregate principal amount of Notes of more than 50% of the Majority Noteholders Notes represented by the Regulation S Global Note shall so advise the Trustee by written request; provided, that in no event shall any a Regulation S Global Note be exchanged for Notes in certificated, non-global definitive form prior to the expiration of the Distribution Compliance Period. (de) Upon the occurrence of any of the events in clause clauses (c) and (d) above, the Trustee shall, by forwarding any notice received from the Issuer to DTC, Euroclear or Clearstream, be deemed to have notified all Persons who hold a beneficial interest in a the relevant Global Note through Agent Members of DTC participants in DTC, Euroclear or Clearstream or beneficial owners through Agent Members of DTC participants in DTC, Euroclear or Clearstream of the availability of certificated, non-global definitive Notes. Upon surrender of a the relevant Global Note and receipt of instructions for re-registration, the Issuer Note Registrar will execute and exchange the Trustee, upon receipt of an Issuer Order, will authenticate certificated, non-global Notes to be exchanged by the Registrar in relevant Global Note for an equal aggregate principal amount of certificated, non-global Notes being surrendereddefinitive Notes. (ef) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be, shall be made only in accordance with this Section 2.13(e2.13(f): (i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time. Upon receipt by the Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.

Registration Restrictions on Transfer. (a) The Issuer shall cause to be maintained by kept at the Corporate Trust Office of the Security Registrar a register which, subject to such reasonable regulations as the Issuer may prescribe, shall provide for the registration of Notes Securities and for the registration of transfers and exchanges of NotesSecurities. This register and, if there shall be more than one Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to as the “Note Register”"SECURITY REGISTER". The Trustee is hereby appointed the initial Security Registrar for the purpose of registering Notes Securities and transfers and exchanges of Notes Securities as herein provided. Upon any resignation or removal of the Security Registrar, the Issuer shall promptly appoint a successor, or in the absence of such appointment, assume the duties of such Security Registrar. The Issuer may appoint one or more co-registrars. (b) If a Person other than the Trustee is appointed by the Issuer as Security Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Security Registrar and of the location, and any change in the location of the Note Security Register, and the Trustee shall have the right to inspect the Note Security Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon such Note Security Register as to the names and addresses of the Noteholders Securityholders and the principal amounts and numbers of such NotesSecurities. (c) A Notwithstanding any other provision in this Indenture, no Global Note Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless: (i) such Depositary notifies the Issuer that it is unwilling or unable to continue as a depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act; (ii) the Issuer in its discretion at any time determines not to have all the Securities represented by such Global Security; (iii) there shall have occurred and be exchangeable continuing a Payment Default with respect to the Securities represented by such Global Security; or (iv) upon any winding-up, insolvency, dissolution or liquidation of the Issuer. If the Issuer receives a notice of the kind specified in subclause (i) of this clause (c) or has delivered an Issuer Order to the effect specified in subclause (ii) of this clause (c), it may, in its sole discretion, designate a successor Depositary for certificatedsuch Global Security within 60 (sixty) days after receiving such notice or delivery of such order, non-global Notesas the case may be. If the Issuer designates a successor Depositary as aforesaid, without coupons and delivered to and such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of Persons named by DTCthe successor Depositary, rather than DTC whereupon such designated successor shall be the Depositary for such successor Global Security or a nominee for DTC, if (i) Global Securities and the Issuer advises the Trustee in writing that DTC is closed for business for a continuous period provisions of 14 days (other than by reason of legal holidays) or has announced an intention permanently this Section concerning Global Securities shall continue 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 Periodapply thereto. (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, Euroclear or Clearstream, Luxembourg, be deemed to have notified all Persons who hold a beneficial interest in a the relevant Global Note Security through Agent Members of DTC participants in DTC, Euroclear or Clearstream, Luxembourg or beneficial owners through Agent Members of DTC participants in DTC, Euroclear or Clearstream, Luxembourg of the availability of certificated, non-global Notesdefinitive Securities. Upon surrender of a the relevant Global Note Security and receipt of instructions for re-registration, the Issuer Security Registrar will execute and exchange the Trustee, upon receipt of an Issuer Order, will authenticate certificated, non-global Notes to be exchanged by the Registrar in relevant Global Security for an equal aggregate principal amount of certificated, non-global Notes being surrendereddefinitive Securities. (e) Notwithstanding any other provision of this Indenture or the NotesSecurities, transfers and exchanges of Restricted Notes Securities and Regulation S Notes Securities or beneficial interests therein, as the case may be, shall be made only in accordance with this Section 2.13(e): (i) If the owner of a beneficial interest in the Restricted Global Note Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global NoteSecurity, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iiie)(vii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time. Upon receipt by the Security Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note Security in a specified principal amount be credited to a specified Agent Member’s 's account with DTC, and that a beneficial interest in the Restricted Global Note Security in an equal principal amount be debited from a specified Agent Member’s 's account with DTC and (B) a Regulation S Certificate (a "REGULATION S CERTIFICATE") in the form set forth in Exhibit ED, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note Security or his attorney duly authorized in writing, then the Security Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note.to

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) A 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 any Regulation S 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 a the Global Note through Agent Members of participants in DTC or beneficial owners through Agent Members of participants in DTC of the availability of certificated, non-global definitive Notes. Upon surrender of a the Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee, upon receipt of an Issuer Order, Trustee will authenticate certificated, non-global Notes to be exchanged by the Note Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrendered. (e) Notwithstanding any other provision of this Indenture or the Notes, transfers and exchanges of Restricted Notes and Regulation S Notes or beneficial interests therein, as the case may be, be shall be made only in accordance with this Section 2.13(e): (i) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time. Upon receipt by the Note Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate (a “Regulation S Certificate”) in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Note Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount of the Restricted Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Note. (ii) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (e)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a Restricted Securities Certificate (a “Restricted Securities Certificate”) in the form set forth in Exhibit F, and duly executed by the Agent Member owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer under an exemption from the registration requirements under the Securities Act, other than pursuant to Rule 144A or Rule 144 under the Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Restricted Global Note by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be an interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note. (iii) In the event that a Global Note is exchanged for certificated, non-global Notes pursuant to Section 2.13(c), or, a certificated, non-global Note is exchanged for another such certificated, non-global Note, or a certificated, non-global Note is exchanged for a beneficial interest in a Global Note, such Notes or interests therein may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (ii) above as may be from time to time adopted by the Issuer. (f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture and the Notes, as the Notes surrendered upon such registration of transfer or exchange. (g) Every Note in certificated, non-global form presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Issuer and the Note Registrar or any transfer agent, duly executed by the Noteholder thereof or such Noteholder’s attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article 2, execute, and the Trustee shall authenticate, Global Notes and Notes in definitive form at the Note Registrar’s request. (h) No service charge shall be required of any Noteholders participating in any transfer or exchange of Notes in respect of such transfer or exchange, but the Note Registrar may require payment of a sum sufficient to cover any Tax that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 2.13(c) not involving any transfer. (i) The transfer and exchange of beneficial interests in a Global Note or of beneficial interests in a Global Note for Notes in certificated, non-global form shall be effected in accordance with the Applicable Procedures (as defined herein). In connection with such a transfer, DTC may require the transferor to deliver, in addition to any other documents required to be delivered pursuant to this Article 2, a written order in accordance with the Applicable Procedures containing information regarding the Agent Member’s account to be credited with a beneficial interest in the Global Note and/or the Agent Member’s account to be debited in an amount equal to the beneficial interest in the Global Note being transferred, as the case may be. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTC, to the extent applicable to such transaction and as in effect from time to time.

Registration Restrictions on Transfer. 2.1 Restrictions on Transfer. (a) The Issuer Investor and each transferee, if any, agrees not to make any disposition of all or any portion of the Shares or other Registrable Securities unless and until: (i) There is then in effect (and not suspended pursuant to Section 2.4(b) hereof) a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement (including without limitation the method of disposition set forth therein); or (ii) Such disposition is made pursuant to and in compliance with (A) Rule 144 or a successor rule thereof (as amended from time to time) or (B) any other applicable exemption from registration under the Securities Act (in which case the Investor shall cause to be maintained by have notified the Registrar a register which, subject to such reasonable regulations as Company of the Issuer may prescribe, shall provide for the registration of Notes and for the registration of transfers and exchanges of Notes. This register disposition and, if there requested by the Company, Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act); or (A) Any proposed transferee has agreed in writing to be more than one Registrarbound by the terms of this Agreement by executing a counterpart signature page hereto (which shall not be deemed to be an amendment hereto), (B) Investor shall have notified 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 Company of the Registrardisposition, and (C) if requested by the Issuer Company, Investor shall promptly appoint a successorhave furnished the Company with an opinion of counsel, or in reasonably satisfactory to the absence Company, that such disposition will not require registration of such appointment, assume shares under the duties of such Registrar. The Issuer may appoint one or more co-registrarsSecurities Act. (b) If a Person Each certificate representing Shares or other than the Trustee is appointed Registrable Securities shall (unless otherwise permitted by the Issuer as Registrar, the Issuer will give the Trustee prompt written notice provisions of the appointment of this Agreement) be stamped or otherwise imprinted with 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 legend substantially similar to the names and addresses of the Noteholders and the principal amounts and numbers of such Notesfollowing (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (c) A Global Note Within fifteen (15) days of written request, the Company shall be exchangeable for certificated, non-global Notes, without coupons and delivered obligated to and registered in reissue unlegended certificates at the name request of Persons named by DTC, rather than DTC any holder of Shares or a nominee for DTC, other Registrable Securities if such holder shall have obtained an opinion of counsel (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 which counsel may be exchanged for Notes in certificated, non-global form prior counsel to the expiration Company) reasonably acceptable to the Company to the effect that the applicable securities may lawfully be so disposed of the Distribution Compliance Periodwithout registration. (d) Upon Any legend that may be endorsed on an instrument pursuant to applicable state securities laws and the occurrence stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of any an order 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, nonappropriate blue-global Notes. Upon surrender of a Global Note and receipt of instructions for re-registration, the Issuer will execute and the Trustee, upon receipt of an Issuer Order, will authenticate certificated, non-global Notes to be exchanged by the Registrar in an equal aggregate principal amount of certificated, non-global Notes being surrenderedsky authority authorizing such removal. (e) Notwithstanding any other provision the foregoing provisions of this Indenture Section 2.1, the restrictions imposed by this Section 2.1 upon the transferability of any Shares or other Registrable Securities shall cease and terminate when (i) any such Shares or other Registrable Securities are sold or otherwise disposed of in accordance with a registration statement (including without limitation the Notes, transfers and exchanges method of Restricted Notes and Regulation S Notes disposition set forth therein); (ii) the holder of such Shares or beneficial interests thereinother Registrable Securities has met the applicable requirements for transfer of such Shares or other Registrable Securities, as the case may be, pursuant to subparagraph (b) of Rule 144 under the Securities Act or a successor rule thereof (as amended from time to time)(“Rule 144”) or (iii) any such Shares or other Registrable Securities are sold or otherwise disposed of by such other method contemplated by this Section 2.1 that does not require that the securities transferred bear the legend set forth in this Section 2.1. Whenever the restrictions imposed by this Section 2.1 have terminated, a holder of a certificate for Shares or other Registrable Securities as to which such restrictions have terminated shall be made only entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in accordance with this Section 2.13(e):2.1 and not containing any other reference to the restrictions imposed by this Section 2.1. (if) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this clause (e)(i) and clause (e)(iii) below and subject to the Applicable Procedures. “Applicable Procedures” means, with respect to any transfer or transaction involving the Global Note or beneficial interest therein, the rules and procedures of DTCThe Company covenants that, to the extent applicable it does not qualify as a “reporting issuer” as defined under Rule 144(c) during the period ending with the termination of the transferability restrictions as described in Section 2.1(e) above, it will take such action in connection with the furnishing of information as the Investor may reasonably request, all to such transaction and as in effect the extent required from time to time. Upon receipt by time to enable the Registrar, of (A) a written order given by an Agent Member of DTC directing that a beneficial interest in Investor to sell Registrable Securities without registration under the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account with DTC, and that a beneficial interest in Securities Act within the Restricted Global Note in an equal principal amount be debited from a specified Agent Member’s account with DTC and (B) a Regulation S Certificate in the form set forth in Exhibit E, and duly executed by the Agent Member owner of such beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, then the Registrar, but subject to clause (e)(iii) below, shall reduce the principal amount limitations of the Restricted Global Note exemption provided by Rule 144. (g) The Investor represents and increase warrants that, during the principal amount period beginning 30 days prior to the date of this Agreement and ending on the date of this Agreement, none of the Regulation S Global Note Investor or its Affiliates, or any entity acting under their direction or control, have engaged, directly or indirectly, in any trading of Common Stock, including, without limitation, short sales or hedging of any kind, other than as contemplated by such specified principal amount as provided in Section 2.5(d). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be an interest in the Restricted Global Note and will become an interest in the Regulation S Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Regulation S Global Notethis Agreement.