Restrictive Notes Legend Clause Samples
The Restrictive Notes Legend clause serves to specify the limitations and restrictions on the transfer or resale of certain securities, typically by requiring a legend to be placed on the physical or electronic certificates representing those securities. In practice, this legend notifies holders and potential transferees that the securities are subject to specific restrictions, such as compliance with securities laws or holding periods, and may not be freely transferred without meeting certain conditions. The core function of this clause is to ensure that all parties are aware of and comply with legal and contractual restrictions, thereby reducing the risk of unauthorized or unlawful transfers.
Restrictive Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restrictive Notes Legend, the Registrar shall deliver Notes that do not bear a Restrictive Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restrictive Notes Legend, the Registrar shall deliver only Notes that bear a Restrictive Notes Legend unless there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.
Restrictive Notes Legend. Each Note shall bear legends in substantially the forms contained in Exhibit A and shall be subject to the restrictions on transfer contained in the Indenture for as long as such restrictions shall be applicable.
Restrictive Notes Legend. Each Note shall bear a legend in substantially the following form: “THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIRED AND (II) EXCEPT IN COMPLIANCE WITH SECTION 12.1 OF THAT CERTAIN NOTES PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007, AMONG THE ISSUERS, ITS GUARANTORS AND THE PURCHASERS (AS DEFINED THEREIN).”
Restrictive Notes Legend