Common use of Restricted Notes Clause in Contracts

Restricted Notes. (A) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note (including in the Restricted Notes Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (i) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 below shall apply) issued by the Issuer, if any, will bear the Restricted Notes Legend unless: (a) such Note, since last held by the Issuer or an affiliate of the Issuer (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or (b) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act. (ii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Registrar.

Restricted Notes. (Ai) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 3.07 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (iii) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 3.07(b)(ii) below shall apply) issued by the Issuerunder this Indenture, if any, will bear the Restricted Notes Legend unless: (aA) such Note, since last held by the Issuer or an affiliate of the Issuer (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or; (bB) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures of have been complied with. (iiiii) In addition, until the Resale Restriction Termination Date, : (A) no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the RegistrarTrustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Issuer or has been an affiliate of the Issuer (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 (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (i) By acceptance of a Restricted Global Security or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder or Note Owner of such a Note acknowledges the restrictions on the transfer of such Note set forth thereon and agrees that it will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) Every Note (and all securities issued in exchange therefor if the offer or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 sale was made to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) will be deemed to be a “Restricted Note.” Each Restricted Note will be subject it prior to the restrictions on transfer set forth in this Note (including in the Restricted Notes Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent expiration of the Issuer40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by that (x) until the restrictions on transfer applicable to such Restricted Note. (i) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 below shall apply) issued by the Issuer, if any, will bear the Restricted Notes Legend unless: (a) such Note, since last held by the Issuer or an affiliate expiration of the Issuer 40-day distribution compliance period (within the meaning of Rule 144Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if everin the future it decides to offer, was resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (1A) to a Person other than (x) person which the Issuer seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (yB) in an affiliate offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the Issuer transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (within the meaning of Rule 144i) or such Person (A) is a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer QIB and (2B) pursuant is purchasing such Notes for its own account or for the account of a QIB to a registration statement which notice is given that was effective under the Securities Act at the time of such transfer; or transfer is being made in reliance on Rule 144A and (bii) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person understands that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force Notes have not been registered under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. (ii) In addition, until the Resale Restriction Termination Date, no transfer Each Holder or Note Owner of any a Restricted Note Global Security or a Regulation S Global Security will be registered by deemed to have represented that it is not acquiring the Registrar prior Restricted Notes for, or on behalf of, a Benefit Plan. (iii) Notwithstanding any provision to the Resale Restriction Termination Date unless contrary herein, so long as a Global Security representing any of the transferring Holder delivers Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03. (A) Subject to clauses (B) and (C) of this Section 2.03(b)(iii), transfers of a Global Security representing any of the form Class M1 or Class M2 Notes shall be limited to transfers of assignment set forth on the Restricted Notesuch Global Security, with the appropriate box checkedin whole or in part, to the Registrarnominees of DTC or to a successor of DTC or such successor's nominee.

Restricted Notes. (Ai) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs Ordinary Shares issued upon exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) that bears, or that is required under this Section 6 3.06 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note Indenture (including in the Restricted Notes Legend) and will bear a restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (iii) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs Ordinary Shares issued upon the exchange thereof, to which the provisions of Section 6.2 3.06(b)(ii) below shall apply) issued by the Issuerunder this Indenture, if any, will bear the Restricted Notes Legend unless: (aA) such Note, since last held by the Issuer or the Guarantor or an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the 90 days meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or; (bB) such Note was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the 90 days meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with, if applicable. (iiiii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the RegistrarTrustee. (iv) Any Note that is repurchased or owned by any affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) may not be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such note no longer being a “restricted security” (as defined in Rule 144 under the Securities Act). (v) On and after the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (Ai) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 3.07 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (iii) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 3.07(b)(ii) below shall apply) issued by the Issuer, if any, will bear the Restricted Notes Legend unless: (aA) such Note, since last held by the Issuer or an affiliate of the Issuer (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or; (bB) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures of have been complied with. (iiiii) In addition, until the Resale Restriction Termination Date, : (A) no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the RegistrarTrustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Issuer or has been an affiliate of the Issuer (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 (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (Ai) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 3.07 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (iii) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 3.07(b)(ii) below shall apply) issued by the Issuerunder this Indenture, if any, will bear the Restricted Notes Legend unless: (aA) such Note, since last held by the Issuer or an affiliate of the Issuer (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or; (bB) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures of have been complied with. (iiiii) In addition, until the Resale Restriction Termination Date, : (A) no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Restrcited Note, with the appropriate box checked, to the RegistrarTrustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Issuer or has been an affiliate of the Issuer (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 (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (i) By acceptance of a Restricted Global Security or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder or Note Owner of such a Note acknowledges the restrictions on the transfer of such Note set forth thereon and agrees that it will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) Every Note (and all securities issued in exchange therefor if the offer or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 sale was made to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) will be deemed to be a “Restricted Note.” Each Restricted Note will be subject it prior to the restrictions on transfer set forth in this Note (including in the Restricted Notes Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent expiration of the Issuer40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by that (x) until the restrictions on transfer applicable to such Restricted Note. (i) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of Section 6.2 below shall apply) issued by the Issuer, if any, will bear the Restricted Notes Legend unless: (a) such Note, since last held by the Issuer or an affiliate expiration of the Issuer 40-day distribution compliance period (within the meaning of Rule 144Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if everin the future it decides to offer, was resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (1A) to a Person other than (x) person which the Issuer seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (yB) in an affiliate offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the Issuer transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (within the meaning of Rule 144i) or such Person (A) is a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer QIB and (2B) pursuant is purchasing such Notes for its own account or for the account of a QIB to a registration statement which notice is given that was effective under the Securities Act at the time of such transfer; or transfer is being made in reliance on Rule 144A and (bii) such Note was transferred (1) to a Person other than (x) the Issuer or (y) an affiliate of the Issuer (within the meaning of Rule 144) or a Person understands that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force Notes have not been registered under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. (ii) In additionEach Holder or Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed to have represented that it is not acquiring the Restricted Notes for, until or on behalf of a Benefit Plan, or (ii) in the Resale Restriction Termination Datecase of the Class M1 Notes, no transfer its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Restricted Note will be registered by the Registrar prior Similar Law. (iii) Notwithstanding any provision to the Resale Restriction Termination Date unless contrary herein, so long as a Global Security representing any of the transferring Holder delivers Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03. (A) Subject to clauses (B) and (C) of this Section 2.03(b)(iii), transfers of a Global Security representing any of the form Class M1 or Class M2 Notes shall be limited to transfers of assignment set forth on the Restricted Notesuch Global Security, with the appropriate box checkedin whole or in part, to the Registrarnominees of DTC or to a successor of DTC or such successor’s nominee.