Common use of Restricted Physical Securities to Restricted Physical Securities Clause in Contracts

Restricted Physical Securities to Restricted Physical Securities. A Restricted Physical Security may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Physical Security if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (2) thereof; (C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit E, including the certifications in item (3)(a) thereof; (D) if the transfer will be made to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set forth in Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate to the effect set forth in Exhibit E, including the certifications in item (3)(b) thereof.

Restricted Physical Securities to Restricted Physical Securities. A Restricted Physical Security may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Restricted Physical Security if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (2) thereof; (C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit ED, including the certifications in item (3)(a) thereof; (D) if the transfer will be made to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set forth in Exhibit ED, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate to the effect set forth in Exhibit ED, including the certifications in item (3)(b) thereof.