Common use of Restricted Notes Legends Clause in Contracts

Restricted Notes Legends. Upon the transfer, exchange or replacement of Notes not bearing Restricted Notes Legends, the Security Registrar shall deliver Notes that do not bear such Restricted Notes Legends. Upon the transfer, exchange or replacement of Notes bearing Restricted Notes Legends, the Security Registrar shall deliver only Notes that bear Restricted Notes Legends unless (1) (A) in the case of the Canadian Restricted Notes Legend, the Company has been a reporting issuer in a province or territory of Canada for greater than four months and a day, in which case only the legend required by Section 202(1) shall be required and (B) in the case of the legend required by Section 202(1), an Initial Note is being transferred pursuant to an effective registration statement under the Securities Act, in which case only the Canadian Restricted Notes Legend shall be required, (2) Initial Notes are being exchanged for Notes that do not bear the Canadian Restricted Notes Legend in accordance with Section 305(d), in which case only the legend required by Section 202(1) shall be required or (3) there is delivered to the Security Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Security Registrar to the effect that the applicable legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or applicable Canadian securities laws, as applicable. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legends.

Restricted Notes Legends. Upon the transfer, exchange or replacement of Notes not bearing Restricted Notes Legends, the Security Registrar shall deliver Notes that do not bear such Restricted Notes Legends. Upon the transfer, exchange or replacement of Notes bearing Restricted Notes Legends, the Security Registrar shall deliver only Notes that bear the applicable Restricted Notes Legends Legend(s) unless (1) (A) in the case of the Canadian Restricted Notes Legend, the Company has been a reporting issuer in a province or territory of Canada for greater than four months and a day, in which case only the legend required by Section 202(1) shall be required and (B) in the case of the legend required by Section 202(1), an Initial Note is being transferred pursuant to an effective registration statement under the Securities Act, in which case only the Canadian Restricted Notes Legend shall be required, (2) Initial required in the case of Additional Notes are being exchanged for Notes that do not bear the Canadian and no Restricted Notes Legend in accordance with Section 305(d), in which case only the legend required by Section 202(1) Legends shall be required in the case of Initial Notes, or (32) there is delivered to the Security Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Security Registrar to the effect that the applicable legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or applicable Canadian securities laws, as applicable. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legends.