Common use of Restricted Notes Clause in Contracts

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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 3 contracts

Samples: Third Supplemental Indenture (Mobile Radio Dipsa), Fourth Supplemental Indenture (Mobile Radio Dipsa), Second Supplemental Indenture (Mobile Radio Dipsa)

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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 204202, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Third Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 2 contracts

Samples: Third Supplemental Indenture (America Movil Sa De Cv/), Third Supplemental Indenture (Mobile Radio Dipsa)

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes shall 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 (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and will bear the “Restrictive Legends”) required to be set forth restricted CUSIP number for the Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be transfer are eliminated or otherwise waived by written consent of 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 by the Company’s delivery 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 toFree Transferability Certificate as provided herein), and remove each Holder of a Restrictive Legend fromRestricted Note, any particular Restricted Note in by 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 OfficerHolder’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 the request of the Holder and upon the surrender acceptance of such Restricted Note, together with Guarantees of will be deemed to be bound by the Guarantor annexed thereto or endorsed thereon, restrictions on transfer applicable to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note. (ii) shall thereupon cease to be a “Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note” for all purposes , since last held by the Company or an affiliate (within the meaning of this First Supplemental Indenture. The Company shall notify the Trustee in writing Rule 144) of the effective date Company, if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate (within the meaning of any Rule 144) of the Company or a Person that was an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding such transfer and (2) pursuant to a registration statement registering any Restricted Note that was effective under the Securities Act at the time of such transfer; (B) such Note was transferred (1) to a Person other than (x) the Company or (y) an affiliate (within the meaning of Rule 144) of the Company or a Person that was an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding such transfer and shall ensure (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Opinion Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers a notice substantially in the form of Counsel received by it in connection the Form of Assignment and Transfer, with the removal of any Restrictive Legend is also addressed appropriate box checked, to the Trustee. The Trustee shall ; and (B) the Registrar will not be liable for register any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note that is a Restricted Note to a Person that is an affiliate (within the meaning of Rule 144) of the Company or has been an affiliate (within the meaning of Rule 144) of the Company within the three months immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Note Legend at any time the Company determinates that, to comply with law, such Note must bear the Restricted Notes referred to hereinLegend.

Appears in 2 contracts

Samples: Indenture (Herbalife Nutrition Ltd.), Indenture (Herbalife Ltd.)

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 204202, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 2 contracts

Samples: First Supplemental Indenture (America Movil Sa De Cv/), First Supplemental Indenture (Mobile Radio Dipsa)

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 204202, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Second Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Mobile Radio Dipsa), Second Supplemental Indenture (America Movil Sa De Cv/)

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 204208, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206211, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Ninth Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a211(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Mobile Radio Dipsa)

Restricted Notes. Each Note that bears or is required under this Section 1.4(a) of Appendix A to bear the legend set forth in this Section 1.4(a) of Appendix A (and all securities issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon conversion thereof ) (the “Restricted Notes shall Notes”) will be subject to the restrictions on transfer set forth in this Section 1.4(a) of Appendix A (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and, if the “Restrictive Legends”) required to be set forth Company so elects, will bear the restricted CUSIP number for the Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be transfer are eliminated or otherwise waived by written consent of the Company 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 each Holder of a Restricted Note, and the applicable Restrictive Legend shall be removed from by such Restricted Note, in the CompanyHolder’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 the request of the Holder and upon the surrender acceptance of such Restricted Note, together with Guarantees of will be deemed to be bound by the Guarantor annexed thereto or endorsed thereon, restrictions on transfer applicable to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) . Each Restricted Note shall thereupon cease to be bear a legend (the “Restricted Note” for all purposes of this First Supplemental Indenture. The Notes Legend”) in substantially the following form unless otherwise agreed by the Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection writing, with the removal of any Restrictive Legend is also addressed notice thereof to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), the term “transfer” encompasses any saleOR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, pledgeSOLD, transfer or other disposition of any Notes referred to hereinASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Appears in 1 contract

Samples: Senior Secured Convertible Notes Indenture (SAExploration Holdings, Inc.)

Restricted Notes. Each 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 Definitive 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 will bear a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).” The Private Placement 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 the request of the Holder above will be removed and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate tenor and principal amountamount without such Private Placement Legend will be executed by the Company, but without and upon written request of the Restrictive Legends. Any Restricted Company (together with an Officers’ Certificate and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date, the Trustee will authenticate and deliver such new Note as to which the Restrictive Legends shall have been removed pursuant respective Holder, if legal counsel to this paragraph (and any Note issued upon registration the Holder or owner of transfer of, exchange for or in lieu beneficial interests requesting the removal of such Restricted NotePrivate Placement Legend deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) shall thereupon cease to and the Company an opinion of counsel in compliance with this Indenture and additionally opining that the restrictive legend can be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it removed in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part transfer in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to hereinSecurities Act.

Appears in 1 contract

Samples: Indenture (Level One Bancorp Inc)

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 204208, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206210, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Tenth Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a210(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Mobile Radio Dipsa)

Restricted Notes. Every Restricted Notes Note shall be subject to the restrictions on transfer (the “Transfer Restrictions”) offers, Transfers and exchanges provided in the applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Exhibit A-1/A-2 and Section 2042.02, unless compliance with the such restrictions on Transfer Restrictions shall be waived by the Company written consent of the Issuer, 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 Holder of each Restricted Note, by such Holder's acceptance thereof, agrees to be bound by such restrictions on Transfer. Whenever any Restricted Note is presented or surrendered for registration of Transfer or for exchange for a Senior Secured Note registered in a name other than that of the Holder, such Restricted Note must be accompanied by an appropriately completed certificate in substantially the form set forth in Exhibit B, in the case of Transfer, or, in the case of any exchange, Exhibit C or as contemplated by Section 2.13(c) (which may be attached to or set forth in the Restricted Note), appropriately completed, dated the date of such surrender and signed by the applicable Restrictive Legend shall be removed from Holder of such Restricted Note, in as to compliance with such restrictions on Transfer, unless the Company’s sole discretion and upon delivery of a Company Order by the Company to Issuer shall have notified 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) in writing pursuant to an exemption from registration under the Securities Act (if available) or (b) pursuant to this Section 2.07 that there is an effective registration statement under the Securities ActAct with respect to such Restricted Note. In The Registrar shall not be required to accept for such registration of Transfer or exchange any Restricted Note not so accompanied by a properly completed certificate. Except as otherwise provided in the preceding paragraph, if Senior Secured Notes are issued upon the Transfer, exchange or replacement of Senior Secured Notes bearing a legend or legends setting forth restrictions on Transfer, or if a request is made to remove such legend(s) on a Senior Secured Note, the Senior Secured Notes so issued shall bear such legend(s) or such legend(s) shall not be removed, as the case of clause (a)may be, unless the Company or transferor delivers to the Trustee may require the delivery of any documents or other Issuer such satisfactory evidence (including, without limitation, which may include an Opinion opinion of Counsel independent 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 law as may 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 reasonably satisfactory to the Trustee an Opinion of CounselIssuer), if anyas may be reasonably required by the Issuer, and an Officer’s Certificate certifying that neither such legend(s) nor the restrictions on 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 therein are required to the Trustee. At the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance ensure that Transfers thereof comply with the provisions of this Section 206, any Restricted Note as to which Rule 144A or Rule 144 or Regulation S or that such Senior Secured Notes are not restricted securities within the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note meaning of like aggregate principal amount, but without the Restrictive LegendsRule 144. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu Upon provision of such Restricted Note) satisfactory evidence to the Issuer, the Trustee, at the written direction of the Issuer set forth in an Officer's Certificate of the Issuer, shall thereupon cease to be authenticate and deliver a “Restricted Note” for all purposes Senior Secured Note that does not bear such legend(s). In the absence of this First Supplemental Indenture. The Company shall notify bad faith on its part, the Trustee in writing may conclusively rely upon such direction of the effective date of any registration statement registering any Restricted Issuer in authenticating and delivering a Senior Secured Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall does not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with bear such notice or any Opinion of Counsellegend(s). As used in this Section 206(a2.07(b), the term “transfer” "Transfer" encompasses any sale, pledge, transfer pledge or other disposition transfer of any Senior Secured Notes referred to herein.

Appears in 1 contract

Samples: Indenture (Ormat Technologies, Inc.)

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 204202, unless compliance with the Transfer Restrictions shall be waived by the Company Issuer and the Guarantor Company in writing delivered to the Trustee. Subject to the following paragraph, the 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 Note upon receipt by the Issuer and the Company of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officers’ Certificate certifying that the Issuer and the Company or the Trustee have received such evidence which may require the delivery include an opinion of any documents or other evidence (including, without limitation, an Opinion of Counsel experienced in matters of United States federal securities laws) counsel stating that the Company or the Trustee, in its sole discretion, deems necessary or appropriate Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 Issuer and the Company may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion of Counsel, if any, and an Officer’s Officers’ 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor Company annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company Issuer shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (WPP Group PLC)

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes shall 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 (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and will bear a restricted CUSIP number for the “Restrictive Legends”) required to be set forth Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be 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 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 each Holder of a Restricted Note, and the applicable Restrictive Legend shall be removed from by such Holder’s acceptance of such Restricted Note, in the Company’s sole discretion and upon delivery of a Company Order will be deemed to be bound by the Company applicable restrictions on transfer applicable to such Restricted Note. (ii) Until the Trustee upon receipt by Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless: (A) such Note was transferred to a Person (other than the Company of evidence satisfactory to it that, as or an affiliate of the date Company (within the meaning of determination, such Restricted Note has been transferred by the Holder (aRule 144)) pursuant to an exemption from a registration statement that was effective under the Securities Act at the time of such transfer; or (if availableB) or (b) such Note was transferred pursuant to an effective the exemption from registration statement provided by Rule 144 or any similar provision then in force under the Securities Act. In the case of clause ; or (a), C) the Company or delivers written notice to the Trustee may require and the delivery of any documents or other evidence Registrar (including, without limitation, an Opinion by the Company’s delivery of Counsel experienced in matters of United States federal securities lawsthe Free Transferability Certificate as provided herein) stating that the Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any Restricted Notes Legend may be removed from 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. Note and all Applicable Procedures have been complied with. (iii) In addition, until the Company may terminate Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Transfer Restrictions with respect to, and remove Registrar unless the transferring Holder delivers a Restrictive Legend from, any particular Restricted Note notice substantially 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 the request form of the Holder Form of Assignment and upon Transfer, with the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereonappropriate box checked, to the Trustee or Security Registrar for exchange in accordance and such transfer complies with the provisions transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of this Section 206any Note that is a Restricted Note to a Person that is an affiliate of the Company or has been an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note as to which must bear the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to hereinLegend.

Appears in 1 contract

Samples: Indenture (Golar LNG LTD)

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 2042.2, 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 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 Note upon receipt by the Company of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration Rule 144 promulgated under the Securities Act (if available) or Act, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or has received such evidence which may include an opinion of counsel stating that the Trustee, in its sole discretion, deems necessary or appropriate Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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, to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2062.3, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Second Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a)2.3.1, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: Second Supplemental Indenture (Vale Overseas LTD)

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 204202, 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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Fourth Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a203(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Mobile Radio Dipsa)

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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 204202, 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 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 Note upon receipt by the Company of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer's Certificate certifying that the Company or has received such evidence which may include an opinion of counsel stating that the Trustee, in its sole discretion, deems necessary or appropriate Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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, to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, if any, and an Officer’s '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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206203, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a "Restricted Note" for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a203(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (Telefonos De Mexico S a De C V)

Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the applicable legend(s) legend (the “Restrictive LegendsLegend”) required to be set forth on the face of each Restricted Note pursuant to Section 204203, 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 TrusteeCompany, 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 the 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 the 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Note to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206205, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive LegendsLegend. Any Restricted Note as to which the Restrictive Legends Legend shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a205(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (Coca Cola Femsa Sab De Cv)

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 204203, 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 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 Note upon receipt by the Company of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or Rule 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or has received such evidence which may include an opinion of counsel stating that the Trustee, in its sole discretion, deems necessary or appropriate Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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, to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206205, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a205(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (Telefonos De Mexico S a B De C V)

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes shall 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 (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and will bear a restricted CUSIP number for the “Restrictive Legends”) required to be set forth Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be 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 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 each Holder of a Restricted Note, and the applicable Restrictive Legend shall be removed from by such Holder’s acceptance of such Restricted Note, in the Company’s sole discretion and upon delivery of a Company Order will be deemed to be bound by the Company applicable 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) such Note, was transferred (1) to the Trustee upon receipt by Company or a Subsidiary of the Company (within the meaning of evidence satisfactory to it that, as of the date of determination, such Restricted Note has been transferred by the Holder Rule 144) or (a2) pursuant to an exemption from a registration statement that was effective under the Securities Act at the time of such transfer; or (if availableB) or (b) such Note was transferred pursuant to an effective the exemption from registration statement provided by Rule 144 or any similar provision then in force under the Securities Act. In the case of clause ; or (a), C) the Company or delivers written notice to the Trustee may require and the delivery of any documents or other evidence Registrar (including, without limitation, an Opinion by the Company’s delivery of Counsel experienced in matters of United States federal securities lawsthe Free Transferability Certificate as provided herein) stating that the Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any Restricted Notes Legend may be removed from 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. Note and all Applicable Procedures have been complied with; (iii) In addition, until the Company may terminate Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Transfer Restrictions with respect to, and remove Registrar unless the transferring Holder delivers a Restrictive Legend from, any particular Restricted Note notice substantially 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 the request form of the Holder Form of Assignment and upon Transfer, with the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereonappropriate box checked, to the Trustee or Security Registrar for exchange in accordance and the Company is reasonably satisfied that such transfer complies with the provisions transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of this Section 206any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer, as certified in the relevant notice substantially in the form of the Form of Assignment and Transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note as to which must bear the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to hereinLegend.

Appears in 1 contract

Samples: Indenture (Lumentum Holdings Inc.)

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes shall 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 (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and will bear a restricted CUSIP number for the “Restrictive Legends”) required to be set forth Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be 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 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 each Holder of a Restricted Note, and the applicable Restrictive Legend shall be removed from by such Holder’s acceptance of such Restricted Note, in will be deemed to be bound by the applicable 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) such Note, was transferred (1) to the Company’s sole discretion and upon delivery of , the Guarantor or a Company Order by the Company to the Trustee upon receipt by the Company of evidence satisfactory to it that, as Subsidiary of the date Guarantor (within the meaning of determination, such Restricted Note has been transferred by the Holder Rule 144) or (a2) pursuant to an exemption from a registration statement that was effective under the Securities Act at the time of such transfer; or (if availableB) or (b) such Note was transferred pursuant to an effective the exemption from registration statement provided by Rule 144 or any similar provision then in force under the Securities Act. In the case of clause ; or (a), C) the Company or delivers written notice to the Trustee may require and the delivery of any documents or other evidence Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with. (iii) In addition, until the Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Registrar unless the transferring Holder delivers a notice substantially in the form of the Form of Assignment and Transfer, with the appropriate box checked, to the Registrar and such transfer complies with the transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an Opinion “affiliate” of Counsel experienced in matters of United States federal securities laws) that the Company or the Trustee, in its sole discretion, deems necessary Guarantor 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, has been an “affiliate” of the Company may terminate or the Transfer Restrictions with respect to, Guarantor (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer. (iv) On and remove a Restrictive Legend fromafter the Resale Restriction Termination Date, any particular Note will bear the 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, Notes Legend at any time 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereondeterminates that, to comply with law, such Note must bear the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to hereinLegend.

Appears in 1 contract

Samples: Indenture (Trinity Biotech PLC)

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 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 Note upon receipt by the Company and the Guarantor of evidence satisfactory to it them (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred (i) in a transaction satisfying all the case requirements of clause Rule 903 or Rule 904 (a)as applicable) of Regulation S or (ii) pursuant to Rule 144A, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or and the Trustee, in its sole discretion, deems necessary or appropriate Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 and the Guarantor may terminate the Transfer Restrictions with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines they determine are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, 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 the request of the Holder and upon the surrender of such Restricted NoteNotes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 206, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (Mobile Radio Dipsa)

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 2042.2, 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 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 Note upon receipt by the Company of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration Rule 144 promulgated under the Securities Act (if available) or Act, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred in a transaction satisfying all the case requirements of clause Rule 903 or 904 (a)as applicable) of Regulation S, the Company or and receipt by 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) Officer’s Certificate certifying that the Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any has received such exemptionevidence. 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, to 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2062.7, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a2.7(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: Supplemental Indenture (WMC Olympic Dam Corp Pty LTD)

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 2043.01, unless compliance with the Transfer Restrictions shall no longer be legally required and the Transfer Restrictions shall be waived by the Company and the Guarantor WPP plc in writing delivered to the Trustee. Subject to the following paragraph, the 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 Note upon receipt by the Company WPP plc of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of U.S. federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder (a) thereof pursuant to an exemption from registration under the Securities Act (if available) or Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act. In , or (c) has been transferred in a transaction satisfying all the case requirements of clause Rule 903 or Rule 904 (a)as applicable) of Regulation S, the Company or and receipt by the Trustee of an Officers’ Certificate certifying that WPP plc has received such evidence which may require the delivery include an opinion of any documents or other evidence (including, without limitation, an Opinion of Counsel experienced in matters of United States federal securities laws) counsel stating that the Company or the Trustee, in its sole discretion, deems necessary or appropriate Transfer Restrictions have ceased and terminated with respect to evidence compliance with any such exemptionNote. 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 WPP plc may terminate the Transfer Restrictions Restrictions, subject to applicable law, with respect to, and remove a Restrictive Legend from, to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Opinion opinion of Counselcounsel, if any, and an Officer’s Officers’ 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 the request of the Holder and upon the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, Notes to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 2063.03, any Restricted Note as to which the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company WPP plc shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note Notes under the Securities Act and shall ensure that any Opinion opinion of Counsel counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion opinion of Counselcounsel. As used in this Section 206(a3.03(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein.

Appears in 1 contract

Samples: First Supplemental Indenture (WPP Finance 2010)

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07(a) to bear, the Restricted Notes shall 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 (the “Transfer Restrictions”) provided including in the applicable legend(sRestricted Notes Legend) (and will bear a restricted CUSIP number for the “Restrictive Legends”) required to be set forth Notes unless such restrictions on the face of each Restricted Note pursuant to Section 204, unless compliance with the Transfer Restrictions shall be 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 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 each Holder of a Restricted Note, and the applicable Restrictive Legend shall be removed from by such Holder’s acceptance of such Restricted Note, in the Company’s sole discretion and upon delivery of a Company Order will be deemed to be bound by the Company applicable 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) such Note, was transferred (1) to the Trustee upon receipt by Company or a Subsidiary of the Company (within the meaning of evidence satisfactory to it that, as of the date of determination, such Restricted Note has been transferred by the Holder Rule 144) or (a2) pursuant to an exemption from a registration statement that was effective under the Securities Act at the time of such transfer; or (if availableB) or (b) such Note was transferred pursuant to an effective the exemption from registration statement provided by Rule 144 or any similar provision then in force under the Securities Act. In the case of clause ; or (a), C) the Company or delivers written notice to the Trustee may require and the delivery of any documents or other evidence Registrar (including, without limitation, an Opinion by the Company’s delivery of Counsel experienced in matters of United States federal securities lawsthe Free Transferability Certificate as provided herein) stating that the Company or the Trustee, in its sole discretion, deems necessary or appropriate to evidence compliance with any Restricted Notes Legend may be removed from 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. Note and all Applicable Procedures have been complied with; (iii) In addition, until the Company may terminate Resale Restriction Termination Date: (A) no transfer of any Note will be registered by the Transfer Restrictions with respect to, and remove Registrar unless the transferring Holder delivers a Restrictive Legend from, any particular Restricted Note notice substantially 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 the request form of the Holder Form of Assignment and upon Transfer, with the surrender of such Restricted Note, together with Guarantees of the Guarantor annexed thereto or endorsed thereonappropriate box checked, to the Trustee or Security Registrar for exchange in accordance and such transfer complies with the provisions transfer restrictions set forth in the Restricted Notes Legend; and (B) the Registrar will not register any transfer of this Section 206any Note that is a Restricted Note to a Person that is an “affiliate” of the Company or has been an “affiliate” of the Company (within the meaning of Rule 144) within the three months immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend at any time the Company determinates that, to comply with law, such Note as to which must bear the Transfer Restrictions shall have terminated in accordance with the preceding paragraphs shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this First Supplemental Indenture. The Company shall notify the Trustee in writing of the effective date of any registration statement registering any Restricted Note under the Securities Act and shall ensure that any Opinion of Counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any Opinion of Counsel. As used in this Section 206(a), the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notes referred to hereinLegend.

Appears in 1 contract

Samples: Indenture (Amicus Therapeutics Inc)

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