Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and of transfers of Securities. Such register is herein sometimes referred to as the "Securities Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering the Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office of the agent of the Company designated for that purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed.

Restricted Securities; Legends. (a) The Stockholder understands that the shares of Public Company shall cause Common Stock to be kept at received by such Stockholder in connection with the Corporate Trust Office Transaction have not been, and will not be, registered under the Securities Act of 1933, as amended (the Trustee “Securities Act”), by reason of a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of transfers of Securitiessuch Stockholder’s representations and warranties as expressed herein. Such register is herein sometimes referred Stockholder understands that such shares of Public Company Common Stock will be “restricted securities” under applicable securities laws and that, pursuant to as the "Securities Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering these laws, such Stockholder must hold such shares indefinitely unless they are registered with the Securities and transfers Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (b) Such Stockholder understands that the shares of Securities as herein provided. Upon surrender for registration of transfer of any Security at Public Company Common Stock to be received by such Stockholder in connection with the office of the agent of the Company designated for that purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, Transaction may be notated with one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, following legends: (i) to issue“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” (ii) Any legend required by applicable securities laws to transfer the extent such laws are applicable to the Shares represented by the certificate, instrument, or exchange any Security book entry so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemedlegended.

Restricted Securities; Legends. The Company All Securities shall cause to be kept at bear the Corporate Trust Office of the Trustee a register in which, applicable Restricted Securities Legend subject to the following: (1) subject to the following clauses of this Section 2.6(b), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such reasonable regulations as it may prescribeGlobal Security while represented thereby; (2) subject to the following clauses of this Section 2.6(b), a new Security that is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Legend borne by such other Security; (3) any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities, shall not bear a Restricted Securities Legend; the Company shall provide for give the registration Trustee notice in writing of the effective date of any such registration statement registering the Securities under the Securities Act and of transfers of Securities. Such register is herein sometimes referred permitting Securities to as the "be sold without a Restricted Securities Register"Legend. The Trustee is hereby appointed "Securities Registrar" shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the purpose aforementioned notice of registering the Company; (4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof that bears such a legend if the Trustee has received appropriate documentation that the certificate need not bear a Restricted Securities Legend, satisfactory to the Trustee and transfers duly executed by the Holder of Securities as herein provided. Upon surrender for registration of transfer of any such legended Security at the office of the agent of the Company designated for that purpose, the Company shall executeor his attorney duly authorized in writing, and after such date and receipt of such documentation, the Trustee shall authenticate and make available for deliverydelivery such a new Security in exchange for or in lieu of such other Security as provided in this Article Two; (5) a new Security that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof that bears such a legend if, in the name of Company's judgment evidenced by an Officers' Certificate, placing such a legend upon such new Security is not necessary to ensure compliance with the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender registration requirements of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall executeAct, and the Trustee Trustee, at the written direction of the Company, shall authenticate and make available for deliverydelivery such a new Security as provided in this Article Two; and (6) notwithstanding the foregoing provisions of this Section 2.6(b), a Successor Security of a Security that does not bear a particular form of Restricted Securities Legend shall not bear such form of legend unless the Securities Company has reasonable cause to believe that such Successor Security is a "restricted security" within the Holder making meaning of Rule 144, in which case the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be Trustee, at the valid obligations written direction of the Company, evidencing the same debt, shall authenticate and entitled to the same benefits under make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemedTwo.

Restricted Securities; Legends. The Company shall ------------------------------------------------------- cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and of transfers of Securities. Such register is herein sometimes referred to as the "Securities Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering the Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office of the agent or agency of the Company designated for that purpose, purpose the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities that which the Holder making the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (iib) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed.

Restricted Securities; Legends. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribeUpon their original issuance, the Securities shall be Restricted Securities, shall bear the Restricted Securities Legends and shall be issued as a Global Security registered in the name of Cede & Co., as nominee of, and delivered to, The Depository Trust Company shall provide ("DTC"), as Depositary, or pursuant to DTC's instructions, held by the Trustee, as custodian for DTC, for credit by DTC to the registration respective accounts of Participants within DTC for further credit to the respective accounts of beneficial owners of the Securities and of transfers of Securities. Such register is herein sometimes referred to represented thereby (or such other accounts as the "Securities Register"they may direct). The Trustee is hereby appointed "Securities Registrar" and their (i) Subject to the following clauses of this Section 3.5(c), a Certificated Security that has been issued as a result of events set forth in Section 3.4(b)(2) shall bear the Restricted Securities Legends, if any, borne by the Global Security for which the purpose of registering Certificated Security was exchanged. (ii) At any time after the Securities and transfers of may be freely transferred without registration under the Securities as herein provided. Upon surrender for registration of Act or without being subject to transfer of any Security at restrictions pursuant to the office Securities Act (including, without limitation, pursuant to Rule 144(k) of the agent Securities Act or pursuant to an effective registration statement under the Securities Act), (i) a new Security (other than a Global Security) that does not bear the Restricted Securities Legends may be issued in exchange for or in lieu of a Security or any portion thereof that bears the Company designated for that purpose, the Company shall execute, Restricted Securities Legends and the Trustee shall authenticate and make available deliver such a new Security in exchange for delivery, or in the name lieu of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date such other Security as provided in this Article Three and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security beneficial interest in a Global Security, such beneficial interest shall no longer be subject to the provisions set forth in the Restricted Securities Legends. The Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when a prospectus must be delivered with respect to Securities to be redeemed sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in part, good faith in accordance with the aforementioned registration statement. (iii) A new Security that does not bear the Restricted Securities Legends may be issued in exchange for or in lieu of a Security or any portion thereof that bears the Restricted Securities Legends if, in the judgment of the Company, placing the Restricted Securities Legends upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Company, shall authenticate and deliver such a new Security as provided in this Article Three. (iv) Except in connection with a transfer of a beneficial interest in the Global Security pursuant to an effective registration statement, in which case the Restricted Securities Legends shall not apply to such beneficial interest in the Global Security so transferred at the request of the Holder, if a Global Security is issued upon the transfer, exchange or replacement of the Global Security bearing the Restricted Securities Legends and if a request is made to remove such Restricted Securities Legends from the Global Security, the Global Security so issued shall bear the Restricted Securities Legends, or the Restricted Securities Legends shall not be redeemed.removed, as the case may be, unless there is delivered to the Company such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Company, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof will not violate the registration and prospectus delivery requirements of the

Restricted Securities; Legends. The Company All Securities shall cause to be kept at bear the Corporate Trust Office of the Trustee a register in which, applicable Restricted Securities Legend subject to the following: (1) subject to the following clauses of this Section 2.6(b), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such reasonable regulations as it may prescribeGlobal Security while represented thereby; (2) subject to the following clauses of this Section 2.6(b), a new Security that is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Legend borne by such other Security; (3) any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their Successor Securities, shall not bear a Restricted Securities Legend; the Company shall provide for inform the registration Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and of transfers of Securities. Such register is herein sometimes referred shall notify the Trustee at any time when prospectuses may not be delivered with respect to as the "Securities Register"to be sold pursuant to such registration statement. The Trustee is hereby appointed "Securities Registrar" shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the purpose of registering aforementioned registration statement; (4) at any time after the Securities and transfers may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of Securities as herein provided. Upon surrender for registration of transfer of a Security (other than a Global Security) or any Security at portion thereof that bears such a legend if the office Trustee has received a certificate regarding the unrestricted nature of the agent Securities, satisfactory to the Trustee and duly executed by the Holder of the Company designated for that purpose, the Company shall executesuch legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and make available for deliverydelivery such a new Security in exchange for or in lieu of such other Security as provided in this Article Two; (5) a new Security that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof that bears such a legend if, in the name of Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms and bearing such restrictive legends as may be required by this Indenture, upon surrender registration requirements of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall executeAct, and the Trustee Trustee, at the direction of the Company, shall authenticate and make available for deliverydelivery such a new Security as provided in this Article Two; and (6) notwithstanding the foregoing provisions of this Section 2.6(b), a Successor Security of a Security that does not bear a particular form of Restricted Securities Legend shall not bear such form of legend unless the Securities Company has reasonable cause to believe that such Successor Security is a "restricted security" within the Holder making meaning of Rule 144, in which case the exchange is entitled to receive. All Securities issued upon any transfer or exchange of Securities shall be Trustee, at the valid obligations direction of the Company, evidencing the same debt, shall authenticate and entitled to the same benefits under make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemedTwo.