Common use of Special Transfer and Exchange Provisions Clause in Contracts

Special Transfer and Exchange Provisions. Until the Registration of all Notes under an effective Registration Statement pursuant to the Registration Rights Agreement, the following provisions shall apply to each such Note: (a) Transfers and Exchanges of Interests in a Rule 144A Global Note or, if issued, Restricted Certificated Notes. With respect to the registration of any proposed transfer or exchange of: (i) an interest in a Rule 144A Global Note: (A) the transfer or exchange of such interest to a transferee or exchangee who takes delivery in the form of an interest in a Rule 144A Global Note may be effected only through the book entry system maintained by the Depositary; or (B) the Registrar shall register the transfer or exchange of such interest to a transferee or exchangee who takes delivery in the form of an interest in an Unrestricted Global Note if such transfer or exchange is being made after the Resale Restriction Termination Date by a proposed transferor or exchanger who has delivered to the Registrar a certificate from the transferor or exchanger to the effect that such transfer or exchange has been effected pursuant to, and in accordance with, Rule 144 under the Securities Act; or (ii) a Restricted Certificated Note issued pursuant to Section 2.03(b), the Registrar shall register the transfer or exchange of such Restricted Certificated Note (A) to a transferee or exchangee who takes delivery of such Restricted Certificated Note only upon compliance with the requirements therefor specified herein and in such Restricted Certificated Note or (B) to a transferee or exchangee who takes delivery thereof in the form of an Unrestricted Certificated Note if such transfer or exchange is being made after the Resale Restriction Termination Date by a proposed transferor or exchanger who has delivered to the Registrar a certificate from the transferor or exchanger to the effect that such transfer or exchange has been effected pursuant to, and in accordance with, Rule 144 under the Securities Act. (b) Transfers and Exchanges of Unrestricted Certificated Notes or Interests in the Unrestricted Global Note. With respect to any transfer or exchange of Unrestricted Certificated Notes or interests in the Unrestricted Global Note, the Registrar shall register the transfer or exchange of any such Note without requiring any certifications, legal opinions or other information.

Special Transfer and Exchange Provisions. Until the Registration of all Notes under Unless and until an Original Note (i) is exchanged for an Exchange Note in connection with an effective Registration Statement or (ii) is sold or otherwise transferred pursuant to an effective Shelf Registration Statement, in each case pursuant to the Registration Rights Agreement, the following provisions shall apply to each such Note: (a) Transfers and Exchanges of Restricted Certificated Notes and Interests in a Rule 144A Global Note or, if issued, Restricted Certificated NotesNote. With respect to the registration of any proposed transfer or exchange of a Restricted Certificated Note or an interest in a Rule 144A Global Note, if the Note to be transferred or exchanged consists of: (i) a Restricted Certificated Note, the Registrar shall register the transfer or exchange to: (A) a Rule 144A Global Note if such transfer or exchange is being made by a proposed transferor or exchanger who has delivered to the Company and the Registrar (x) a certificate from the transferor or exchanger substantially in the form of Exhibit C or (y) a certificate from the transferee or exchangee advising the Company and the Registrar that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A and that it is aware that the transferor or exchanger is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (B) a Regulation S Global Note if such transfer or exchange is being made by a proposed transferor or exchanger who has delivered to the Company and the Registrar (x) a certificate from the transferor or exchanger substantially in the form of Exhibit D or (y) a certificate from the transferee or exchangee advising the Company and the Registrar that it transferred, exchanged or acquired (as applicable) the Restricted Certificated Notes in a transaction complying with Rule 903 or Rule 904 of Regulation S (as applicable) under the Securities Act and that, if this transfer or exchange occurs prior to the expiration of the Regulation S Restricted Period, the interest transferred or exchanged will be held immediately thereafter through Euroclear or Clearstream; or (C) an Unrestricted Global Note if such transfer or exchange is being made by a proposed transferor or exchanger who has delivered to the Company and the Registrar (x) a certificate from the transferor or exchanger substantially in the form of Exhibit E or (y) a certificate from the transferee or exchangee advising the Company and the Registrar that it transferred, exchanged or acquired (as applicable) the Restricted Certificated Notes in a transaction complying with Rule 903 or Rule 904 of Regulation S (as applicable) under the Securities Act or (z) a certificate from the transferee or exchangee advising the Company and the Registrar that it transferred, exchanged or acquired (as applicable) the Restricted Certificated Notes (1) in a transaction complying with Rule 144 under the Securities Act or (2) to the Company or a Subsidiary of the Company. Upon the transfer or exchange of Restricted Certificated Notes (initially issued to an institutional accredited investor) to a QIB or in accordance with Regulation S, these Restricted Certificated Notes may, unless the Rule 144A Global Note or the Regulation S Note, as the case may be, has previously been exchanged in whole for Restricted Certificated Notes, be exchanged for an interest in the Rule 144A Global Note or the Regulation S Note, as the case may be. Thereafter, transfers or exchanges of this beneficial interest will continue to be represented by a Global Note, even if this transfer or exchange is to an institutional accredited investor. Upon the transfer or exchange of a Restricted Certificated Note (initially issued to an institutional accredited investor) to an institutional accredited investor, that Note will remain a Restricted Certificated Note and will require the transferee or exchangee to deliver a certificate to the Trustee substantially in the form provided in Exhibit I; or (ii) an interest in a Rule 144A Global Note: (A) to be transferred or exchanged to a transferee or exchangee who takes delivery in the form of an interest in a Regulation S Global Note, the Registrar shall register the transfer or exchange if such transfer or exchange is being made by a proposed transferor or exchanger who has delivered to the Registrar a certificate substantially in the form of such interest Exhibit F; (B) to be transferred or exchanged to a transferee or exchangee who takes delivery in the form of an interest in a Rule 144A Global Note Note, the transfer or exchange of such interest may be effected only through the book entry system maintained by the Depositary; or (BC) the Registrar shall register the transfer to be transferred or exchange of such interest exchanged to a transferee or exchangee who takes delivery in the form of an interest in an Unrestricted Global Note Note, the Registrar shall register the transfer or exchange if such transfer or exchange is being made after the Resale Restriction Termination Date by a proposed transferor or exchanger who has delivered to the Registrar a certificate from substantially in the transferor or exchanger form of Exhibit G. (b) Transfers and Exchanges of Interests in a Regulation S Global Note. With respect to the effect that such registration of any proposed transfer or exchange has been effected pursuant to, and of an interest in accordance with, a Regulation S Global Note to a person who takes delivery in the form of an interest in a Rule 144 under the Securities Act; or (ii) a Restricted Certificated Note issued pursuant to Section 2.03(b)144A Global Note, the Registrar shall register the transfer or exchange of such Restricted Certificated Note (A) to a transferee or exchangee who takes delivery of such Restricted Certificated Note only upon compliance with the requirements therefor specified herein and in such Restricted Certificated Note or (B) to a transferee or exchangee who takes delivery thereof in the form of an Unrestricted Certificated any Note if such transfer or exchange is being made after the Resale Restriction Termination Date by a proposed transferor or exchanger who has delivered to the Company and the Registrar a certificate from the transferor or exchanger substantially in the form included in Exhibit H or a certificate from the transferee or exchangee substantially in the form included in Exhibit H advising the Company and the Registrar that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and that the Notes delivered to it shall bear the Rule 144A Legend and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A and that it is aware that the transferor or exchanger is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. The Company shall use its best efforts to cause the Depositary to ensure that beneficial interests in a Regulation S Global Note may be held only in or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream, and no person shall be entitled to effect that such any transfer or exchange has been effected pursuant tothat would result in any such interest being held otherwise than in or through such account, except as provided in this Section 3.06(b); provided that after the expiration of the Regulation S Restricted Period (but not earlier), investors may also hold these interests through organizations other than Euroclear and Clearstream that are participants in accordance with, Rule 144 under the Securities ActThe Depository Trust Company system. (bc) Transfers and Exchanges of Unrestricted Certificated Notes or Interests in the Unrestricted Global Note. With respect to any transfer or exchange of Unrestricted Certificated Notes or interests in the Unrestricted Global Note, the Registrar shall register the transfer or exchange of any such Note without requiring any certifications, legal opinions or other informationadditional certification.

Special Transfer and Exchange Provisions. Until the Registration of all Notes under an effective Registration Statement pursuant to the Registration Rights Agreement, the (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply to each such Note: (a) Transfers and Exchanges of Interests in a Rule 144A Global Note or, if issued, Restricted Certificated Notes. With with respect to the registration of any proposed transfer or exchange ofof a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) an interest in a Rule 144A Global Note: (A) the transfer or exchange of such interest to a transferee or exchangee who takes delivery in the form of an interest in a Rule 144A Global Note may be effected only through the book entry system maintained by the Depositary; or (B) the Registrar shall register the transfer of any Restricted Security, whether or exchange not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of such interest to a transferee or exchangee who takes delivery in the form Issue Date; PROVIDED, HOWEVER, that neither the Issuer nor any Affiliate of an the Issuer has held any beneficial interest in an Unrestricted Global Note if such transfer Note, or exchange is being made after portion thereof, at any time on or prior to the Resale Restriction Termination second anniversary of the Issue Date by a or (y) the proposed transferor or exchanger who transferee has delivered to the Registrar a certificate from substantially in the transferor or exchanger to form of EXHIBIT C hereto and any legal opinions and certifications as may be reasonably requested by the effect that such transfer or exchange has been effected pursuant to, Trustee and in accordance with, Rule 144 under the Securities Act; orIssuer; (ii) if the proposed transferee is a Restricted Certificated Participant and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note issued pursuant and (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the certificate, if required, referred to Section 2.03(bin clause (y) of paragraph (i) above (and any legal opinion or other certifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and an increase in the principal amount of such Restricted Certificated the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (Aiii) if the proposed transferor is a Participant seeking to transfer an interest in a transferee or exchangee who takes delivery Global Note, upon receipt by the Registrar of such Restricted Certificated Note only upon compliance (x) written instructions given in accordance with the requirements therefor specified herein Depository's and the Registrar's procedures and (y) the certificate, if required, referred to in such Restricted Certificated Note or clause (By) to a transferee or exchangee who takes delivery thereof in the form of an Unrestricted Certificated Note if such transfer or exchange is being made after the Resale Restriction Termination Date by a proposed transferor or exchanger who has delivered to the Registrar a certificate from the transferor or exchanger to the effect that such transfer or exchange has been effected pursuant to, and in accordance with, Rule 144 under the Securities Act. paragraph (bi) Transfers and Exchanges of Unrestricted Certificated Notes or Interests in the Unrestricted Global Note. With respect to any transfer or exchange of Unrestricted Certificated Notes or interests in the Unrestricted Global Noteabove, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) a decrease in the principal amount of any the Global Note from which such interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the IAI Global Note without requiring any certifications, legal opinions or other informationin an amount equal to the principal amount of the Notes to be transferred.