Common use of Securities Registration Exemption Clause in Contracts

Securities Registration Exemption. The shares of New Common Stock are or may be “securities,” as defined in Section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws. The offer, issuance, and distribution of the New Common Stock pursuant to the Plan shall be exempt (except with respect to an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code), pursuant to section 1145 of the Bankruptcy Code, without further act or action, from registration under (i) the Securities Act, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities. Each of the foregoing securities (a) is not a “restricted security” as defined in Rule 144(a)(3) under the Securities Act, and (b) is freely tradable and transferable by any initial recipient thereof that (i) at the time of transfer, is not an “affiliate” of the Reorganized Ascena as defined in Rule 144(a)(1) under the Securities Act and has not been such an “affiliate” within 90 days of such transfer, and (ii) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code, subject in each case to any restrictions on the transferability of the New Common Stock contained in the New Corporate Governance Documents and any applicable regulatory approval. Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of the New Common Stock through the facilities of DTC, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of the New Common Stock or under applicable securities laws. DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Common Stock issued under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Securities Registration Exemption. The Except for shares of New Preferred Stock and Reorganized Hertz Parent Common Stock are or may be “securities,” as defined in Section 2(a)(1Interests (i) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws. The offer, issuance, and distribution issued on account of the New Common Stock pursuant Money Investment to the PE Sponsors, or (ii) purchased by the Backstop Investors in accordance with their Rights Offering Backstop Commitments, all shares of Reorganized Hertz Parent Common Interests issued under the Plan shall will be exempt (except with respect to an entity that is an “underwriter” as defined issued without registration under the Securities Act or any similar federal, state, or local law in subsection (b) of reliance upon section 1145 of the Bankruptcy Code). Shares of Reorganized Hertz Parent Common Interests issued under the Plan in reliance upon section 1145 of the Bankruptcy Code are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable federal, state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities. The Reorganized Hertz Parent Common Interests issued pursuant to section 1145 of the Bankruptcy Code, without further act or action, from registration under Code (i) the Securities Act, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities. Each of the foregoing securities (a) is will not be a “restricted security” as defined in Rule 144(a)(3) under the Securities Act, ; and (bii) is will, subject to the Reorganized Hertz Parent Organizational Documents, be freely tradable and transferable by any initial recipient holder thereof that (ia) at the time of transfer, is not an “affiliate” of the Reorganized Ascena Debtors as defined in Rule 144(a)(1) under the Securities Act and Act, (b) has not been such an “affiliate” within 90 days of such transfer, (c) has not acquired the Reorganized Hertz Parent Common Interests from an “affiliate” within one year of such transfer, and (iid) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. To the extent an exemption under section 1145 of the Bankruptcy Code is not available, subject in each case to any restrictions the issuance and sale, as applicable, of the Reorganized Hertz Parent Common Interests issued under the Rights Offering, the Plan and/or the Management Equity Incentive Plan, as well as the issuance and sale, as applicable, of the Reorganized Hertz Parent Common Interests and Preferred Stock on the transferability account of the New Money Investment to the PE Sponsors and the Reorganized Hertz Parent Common Stock contained Interests purchased by the Backstop Investors in accordance with their Rights Offering Backstop Commitments, are being made in reliance on the New Corporate Governance Documents exemption from registration set forth in section 4(a)(2) of the Securities Act or Regulation D thereunder. Such Securities will be considered “restricted securities” and may not be offered, sold, resold, pledged, delivered, allotted or otherwise transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as under certain conditions, the resale provisions of Rule 144 of the Securities Act and in compliance with any applicable regulatory approvalstate securities laws. Should Such securities shall bear a legend restricting their transferability until no longer required under applicable requirements of the Securities Act and state securities laws. 76 The Reorganized Hertz Parent Common Interests and the Preferred Stock shall be made eligible for clearance and trading through the book entry facilities of DTC on or as promptly as practicable after the Effective date, and the Reorganized Debtors elect on or after the Effective Date shall not be required to reflect any ownership of the New Common Stock through the facilities of DTC, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of such applicable portion of the New Reorganized Hertz Parent Common Stock Interests or under applicable securities lawsthe Preferred Stock, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. The DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Reorganized Hertz Parent Common Interests or Preferred Stock issued under are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the Plan contrary in the Plan, no Entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the Reorganized Hertz Parent Common Interests or the Preferred Stock are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Securities Registration Exemption. The Except for shares of New Preferred Stock and Reorganized Hertz Parent Common Stock are or may be “securities,” as defined in Section 2(a)(1Interests (i) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws. The offer, issuance, and distribution issued on account of the New Common Stock pursuant Money Investment to the PE Sponsors, or (ii) purchased by the Backstop Investors in accordance with their Rights Offering Backstop Commitments, all shares of Reorganized Hertz Parent Common Interests issued under the Plan shall will be exempt (except with respect to an entity that is an “underwriter” as defined issued without registration under the Securities Act or any similar federal, state, or local law in subsection (b) of reliance upon section 1145 of the Bankruptcy Code). Shares of Reorganized Hertz Parent Common Interests issued under the Plan in reliance upon section 1145 of the Bankruptcy Code are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable federal, state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities. The Reorganized Hertz Parent Common Interests issued pursuant to section 1145 of the Bankruptcy Code, without further act or action, from registration under Code (i) the Securities Act, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities. Each of the foregoing securities (a) is will not be a “restricted security” as defined in Rule 144(a)(3) under the Securities Act, ; and (bii) is will, subject to the Reorganized Hertz Parent Organizational Documents, be freely tradable and transferable by any initial recipient holder thereof that (ia) at the time of transfer, is not an “affiliate” of the Reorganized Ascena Debtors as defined in Rule 144(a)(1) under the Securities Act and Act, (b) has not been such an “affiliate” within 90 days of such transfer, (c) has not acquired the Reorganized Hertz Parent Common Interests from an “affiliate” within one year of such transfer, and (iid) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. To the extent an exemption under section 1145 of the Bankruptcy Code is not available, subject in each case to any restrictions the issuance and sale, as applicable, of the Reorganized Hertz Parent Common Interests issued under the Rights Offering, the Plan and/or the Management Equity Incentive Plan, as well as the issuance and sale, as applicable, of the Reorganized Hertz Parent Common Interests and Preferred Stock on the transferability account of the New Money Investment to the PE Sponsors and the Reorganized Hertz Parent Common Stock contained Interests purchased by the Backstop Investors in accordance with their Rights Offering Backstop Commitments, are being made in reliance on the New Corporate Governance Documents exemption from registration set forth in section 4(a)(2) of the Securities Act or Regulation D thereunder. Such Securities will be considered “restricted securities” and may not be offered, sold, resold, pledged, delivered, allotted or otherwise transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as under certain conditions, the resale provisions of Rule 144 of the Securities Act and in compliance with any applicable regulatory approvalstate securities laws. Should Such securities shall bear a legend restricting their transferability until no longer required under applicable requirements of the Securities Act and state securities laws. The Reorganized Hertz Parent Common Interests and the Preferred Stock shall be made eligible for clearance and trading through the book entry facilities of DTC on or as promptly as practicable after the Effective date, and the Reorganized Debtors elect on or after the Effective Date shall not be required to reflect any ownership of the New Common Stock through the facilities of DTC, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of such applicable portion of the New Reorganized Hertz Parent Common Stock Interests or under applicable securities lawsthe Preferred Stock, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. The DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Reorganized Hertz Parent Common Interests or Preferred Stock issued under are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the Plan contrary in the Plan, no Entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the Reorganized Hertz Parent Common Interests or the Preferred Stock are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Securities Registration Exemption. The New Warrants issued under the Plan and the New Warrants Agreement (and shares of New Reorganized Hertz Parent Common Stock are or may be “securities,” as defined in Section 2(a)(1) of Interests issuable upon the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws. The offer, issuance, and distribution valid exercise of the New Common Stock pursuant to Warrants) will be issued without registration under the Plan shall be exempt (except with respect to an entity that is an “underwriter” as defined Securities Act or any similar federal, state, or local law in subsection (b) of reliance upon section 1145 of the Bankruptcy Code). Shares of Reorganized Hertz Parent Common Interests and New Warrants (and shares of Reorganized Hertz Parent Common Interests issuable upon the valid exercise of the New Warrants) issued under the Plan in reliance upon section 1145 of the Bankruptcy Code are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable federal, state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities. The Reorganized Hertz Parent Common Interests and New Warrants (and shares of Reorganized Hertz Parent Common Interests issuable upon the valid exercise of the New Warrants) issued pursuant to section 1145 of the Bankruptcy Code, without further act or action, from registration under Code (i) the Securities Act, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities. Each of the foregoing securities (a) is will not be a “restricted security” as defined in Rule 144(a)(3) under the Securities Act; and (ii) will, subject to the Reorganized Hertz Parent Organizational Documents, and (b) is with respect to the New Warrants, the New Warrants Agreement, be freely tradable and transferable by any initial recipient holder thereof that (ia) at the time of transfer, is not an “affiliate” of the Reorganized Ascena Debtors as defined in Rule 144(a)(1) under the Securities Act and Act, (b) has not been such an “affiliate” within 90 days of such transfer, (c) has not acquired the Reorganized Hertz Parent Common Interests or New Warrants from an “affiliate” within one year of such transfer, and (iid) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code. The availability of the exemption under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective Date. The issuance and sale, subject as applicable, of the Reorganized Hertz Parent Common Interests and Preferred Stock issued to the Equity Commitment Parties, Eligible Unsecured Funded Debt Holders, and Eligible Existing Hertz Shareholders are being made in each case to any restrictions reliance on the transferability exemption from registration set forth in section 4(a)(2) of the New Common Stock contained Securities Act or Regulation D thereunder. Such Securities will be considered “restricted securities” and may not be offered, sold, resold, pledged, delivered, allotted or otherwise transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act, such as under certain conditions, the resale provisions of Rule 144 of the Securities Act and in the New Corporate Governance Documents and compliance with any applicable regulatory approvalstate securities laws. Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership Such securities shall bear a legend restricting their transferability until no longer required under applicable requirements of the Securities Act and state securities laws. The Reorganized Hertz Parent Common Interests, Preferred Stock, and New Common Stock Warrants may be made eligible for clearance and trading through the book entry facilities of DTC, subject to restrictions on transfer, including any restrictions under the applicable nonbankruptcy law, on or as promptly as practicable after the Effective Date, and the Reorganized Debtors need shall not be required to provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of such applicable portion of the Reorganized Hertz Parent Common Interests, the Preferred Stock, or New Common Stock Warrants, and such Plan or under applicable securities lawsConfirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. The DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the Reorganized Hertz Parent Common Interests, Preferred Stock, or New Warrants are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the Plan, no Entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the Reorganized Hertz Parent Common Stock issued under Interest, the Plan Preferred Stock, the New Warrants or shares of Reorganized Hertz Parent Common Interests issuable upon the valid conversion or exercise, as applicable, of the foregoing are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Securities Registration Exemption. The Notwithstanding any provision of the Registration Rights Agreement, all shares of New Common Stock are or Equity and New Second Lien PIK Notes issued under the Plan will be issued to the fullest extent permitted by section 1145 of the Bankruptcy Code without registration under the Securities Act and any other applicable securities laws. These Securities may be “securities,” as defined in Section 2(a)(1resold without registration under the Securities Act or other federal securities laws pursuant to the exemption provided by section 4(a)(1) of the Securities Act, section 101 of subject to certain exceptions if the Bankruptcy Code, and applicable state securities laws. The offer, issuance, and distribution of the New Common Stock pursuant to the Plan shall be exempt (except with respect to an entity that Holder is an “underwriter” with respect to such Securities, as such term is defined in subsection (bsection 1145(b) of section 1145 of the Bankruptcy Code). In addition, Securities that are exempt pursuant to section 1145 of the Bankruptcy Code, Code generally may be resold without further act or action, registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states. The New Equity underlying the Management Incentive Plan will be issued pursuant to an available exemption from registration under (i) the Securities Act, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities. Each of the foregoing securities (a) is not a “restricted security” as defined in Rule 144(a)(3) under the Securities Act, and (b) is freely tradable and transferable by any initial recipient thereof that (i) at the time of transfer, is not an “affiliate” of the Reorganized Ascena as defined in Rule 144(a)(1) under the Securities Act and has not been such an “affiliate” within 90 days other applicable law. On the Effective Date, PetroQuest shall have deregistered under Section 12 of such transfer, the Exchange Act and (ii) is not an entity that is an “underwriter” as defined in subsection (bNew Parent will be subject to the reporting requirements under Section 15(d) of section 1145 of the Bankruptcy Code, subject in each case to any restrictions on the transferability of the New Common Stock contained in the New Corporate Governance Documents and any applicable regulatory approvalExchange Act. Should the Reorganized Debtors elect elect, on or after the Effective Date Date, to reflect all or any portion of the ownership of the New Common Stock Equity or New Second Lien PIK Notes to be held through the facilities of DTC, none of the Debtors, the Reorganized Debtors need not Debtors, nor any other Person shall be required to provide any further evidence other than the Plan or the and Confirmation Order with respect to the treatment of the New Common Stock Equity or New Second Lien PIK Notes under applicable securities laws, and the Plan or Confirmation Order shall be deemed to be legal and binding obligations of the Reorganized Debtors in all respects. The DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Common Stock issued under the Plan Equity or New Second Lien PIK Notes are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository depositary services. Notwithstanding anything to the contrary in the Plan, no Entity (including, for the avoidance of doubt, DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Equity and New Second Lien PIK Notes are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depositary services.