Restricted Note. Purchaser acknowledges that (a) the issuance of the Note pursuant to this Agreement has not been registered, nor does the Company have a plan or intent to register such issuance of the Note, under the Securities Act or any state securities laws, and (b) Purchaser is purchasing the Note for investment purposes only for the account of Purchaser and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Note in a manner that would violate the registration requirements of the Securities Act. Purchaser is able to bear the economic risk of holding the Note for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Note.
Restricted Note. Xxxxxx represents and agrees, and in entering --------------- into this Agreement the Company understands, that
Restricted Note. Century represents and agrees, and in entering into this Agreement the Company understands, that (a) Century is acquiring the Note for Century's own account, and for the purpose of investment and not with a view to the distribution thereof, and that Century has no present intention of selling, negotiating or otherwise disposing of the Note; it being understood, however, that the disposition of Century's property shall at all times be and remain within its control, and (b) the Note has not been registered under Section 5 of the Securities Act and that Century will only re-offer or resell the Note purchased by Century under this Agreement pursuant to an effective registration statement under the Securities Act or in accordance with an available exemption from the requirements of Section 5 of the Securities Act, except under circumstances where neither such registration nor such an exemption from registration is required by law.
Restricted Note. Upon receipt by the Registrar at its office in Amsterdam of (1) instructions given in accordance with the procedures of Euroclear or Cedel, to the extent applicable, from or on behalf of a beneficial owner of an interest in this Note directing the Registrar to credit or cause to be credited a beneficial interest in the Restricted Note in an amount equal to the beneficial interest in this Note to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Cedel, as the case may be, containing information regarding the account with Eurooclear or Cedel to be credited with such increase and the name of such account, and (3) prior to or on the 40th day after the later of the commencement of the offering of the Notes and the closing date for the Notes (the "Restricted Period"), a certificate in the form of EXHIBIT 3 given by the holder of such beneficial interest and stating that the person transferring such interest in this Note reasonably believes that the person acquiring such interest in such Restricted Note if a Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or any other jurisdiction, the Registrar shall promptly deliver appropriate instructions to Euroclear or Cedel, or their nominee, or the custodian for Euroclear or Cedel, as the case may be, to reduce or reflect on its records a reduction of this Note by the aggregate principal amount of the beneficial interest in this Note to be exchanged or transferred, and the Registrar shall promptly deliver appropriate instructions to Euroclear or Cedel, or their nominee, or the custodian for Euroclear or Cedel, as the case may be (to the extent applicable), concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Restricted Note by the aggregate principal amount of the beneficial interest in this Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Note equal to the reduction in the principal amount of this Note. After the expiration of the Restricted Period, the certification requirements set forth in clause (3) of the second sentence of this paragraph no longer apply to such transfers. [In case of a definitive note...
Restricted Note. Holder understands that the Note will be a “restricted security” under applicable securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Note may be resold without registration under the Acts only in certain limited circumstances. Holder acknowledges that the Note must be held indefinitely unless subsequently registered under the Acts or an exemption from such registration is available.
Restricted Note. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR OTHER LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE SECURITIES AND THE LAST DATE ON WHICH IDAHO POWER COMPANY OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE ACT) OF IDAHO POWER COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO IDAHO POWER COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES OF ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT IDAHO POWER COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHE...
Restricted Note. Abboxx xxxresents and agrees, and in entering into this Agreement the Company understands, that (A)Abboxx xx acquiring the Note for Abboxx'x xxx account, and for the purpose of investment and not with a view to the distribution thereof, and that Abboxx xxx no present intention of selling, negotiating or otherwise disposing of the Note; it being understood, however, that the disposition of Abboxx'x property shall at all times be and remain within its control, and (B)the Note has not been registered under section 5 of the Securities Act and that Abboxx xxxl only re-offer or resell the Note purchased by Abboxx xxxer this Agreement pursuant to an effective registration statement under the Securities Act or in accordance with an available exemption from the requirements of section 5 of the Securities Act.
Restricted Note. Guidant represents and agrees that, upon the issuance of any Note, (a) Guidant will acquire such Note for Guidant’s own account, and for the purpose of investment and not with a view to the distribution thereof, and (b) the Note has not been registered under Section 5 of the Securities Act and may not be offered or sold by Guidant.
Restricted Note. Xxxxxx represents and agrees, and in entering into this Agreement the Company understands, that (a) Xxxxxx is acquiring the Note for Xxxxxx'x own account, and for the purpose of investment and not with a view to the distribution thereof, and that Xxxxxx has no present intention of selling, negotiating or otherwise disposing of the Note; it being understood, however, that the disposition of Xxxxxx'x property shall at all times be and remain within its control, and (b) the Note has not been registered under section 5 of the Securities Act and that Xxxxxx will only re-offer or resell the Note purchased by Xxxxxx under this Agreement pursuant to an effective registration statement under the Securities Act or in accordance with an available exemption from the requirements of section 5 of the Securities Act.
Restricted Note. The Note will bear the Restricted Note Legend, unless the Company reasonably determines that the Restricted Note Legend may be removed from such Note, and the Note is deemed to be a “Restricted Note.” Such Restricted Note will be subject to the restrictions on transfer set forth in this Agreement (including in the Restricted Note Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company, and the Holder, by the Holder’s acceptance of the Note, will be deemed to be bound by the restrictions on transfer applicable to the Note.
