Restricted Notes. (i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.
(ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless:
(A) (1) such Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144), if ever, was transferred (I) to a Person other than (x) the Company, (y) an affiliate of the Company (within the meaning of Rule 144) or (z) a Person that was an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding such transfer and (II) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or
Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in writing delivered to the Trustee. Subject to the following paragraph, the Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note, and the applicable Restrictive Legend shall be removed from such Restricted Note, in the Company’s sole discretion and upon delivery of a Company Order by the Company to the Trustee upon receipt by the Company of evidence satisfactory to it that, as of the date of determination, such Restricted Note has been transferred by the Holder (a) pursuant to an exemption from registration under the Securities Act (if available) or (b) pursuant to an effective registration statement under the Securities Act. In the case of clause (a), the Company or the Trustee may require the delivery of any documents or other evidence (including, without limitation, an Opinion of Counsel experienced in matters of United States federal securities laws) that the Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any such exemption. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and an Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. Notwithstanding the preceding paragraph, the Company may, in its sole discretion, terminate the Transfer Restrictions with respect to, and instruct the Trustee by Company Order to remove a Restrictive Legend from, any Restricted Global Note or any Regulation S Global Note after determining that such Restricted Legend is no longer required under applicable securities laws (which determination shall be set forth in such Company Order), in each case without delivering an Officer’s Certificate or Opinion of Counsel to the Trustee. At th...
Restricted Notes. The Purchaser (i) acknowledges that the issuance of the Notes has not been registered or qualified under the Securities Act or any state securities laws, and the Notes are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that the Notes will bear a legend to such effect, (ii) is purchasing the Notes without any intention of selling, distributing or otherwise disposing of the Notes in a manner that would violate the registration requirements of the Securities Act and (iii) agrees that all offers and sales of the Securities prior to the expiration of 40 days from the Closing Date shall be made only in accordance with Rules 903 or 904 under the Securities Act, pursuant to registration of the Securities under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser confirms to the Company that it has such knowledge and experience in business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision and understands that (x) this investment is suitable only for an investor which is able to bear the economic consequences of losing its entire investment and (y) the purchase of the Notes by the Purchaser is a speculative investment which involves a high degree of risk of loss of the entire investment.
Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Purchase Agreement to the Initial Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of an IAI Global Note (which will bear the Global Note Legend, the OID Legend and the IAI Note Legend set forth in Exhibit A hereto), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary’s nominee, Cede & Co. All Notes transferred by Initial Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under the Securities Act and in accordance with the Purchase Agreement, shall be issued in the form of one or more Restricted Global Notes (which will bear the Global Note Legend, the OID Legend and the Restricted Note Legend set forth in Exhibit A hereto), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co. The aggregate principal amount of each of the IAI Global Notes and the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.
Restricted Notes. (A) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note (including in the Restricted Notes Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.
(i) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 below shall apply) issued by the Issuer, if any, will bear the Restricted Notes Legend unless:
(a) such Note, since last held by the Issuer or an affiliate of the Issuer (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or
(b) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act.
(ii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Registrar.
Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 3.06 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in the Restricted Notes Legend unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by such restrictions on transfer.
(ii) Any Note (or any security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon the conversion thereof) will bear the Restricted Notes Legend unless the Company reasonably determines that the Restricted Notes Legend may be removed from such Note.
Restricted Notes. Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note”. Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.
Restricted Notes. The term “
Restricted Notes. All of the Notes are initially being offered and sold pursuant to the Note Purchase Agreement to Purchasers, all of which are Institutional Accredited Investors, and are initially being issued in the form of one or more Certificated Notes substantially in the form of Exhibit A hereto and containing the Restricted Note Legend, which Note shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. After a Note has been transferred by a Holder pursuant to the Shelf Registration Statement, such Note may be issued in global form substantially in the form of Exhibit A hereto and containing the Global Note Legend, which Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided, subject in each case to compliance with the Applicable Procedures.
Restricted Notes. The Company has duly authorized the execution and delivery of this Second Supplemental Indenture to modify Consenting Noteholders' Installment Notes issued under the Current Indenture into the Modified Notes. All things necessary to make this Second Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have been done.
