Common use of Termination of Transfer Restrictions Clause in Contracts

Termination of Transfer Restrictions. (1) Except as otherwise provided in this Indenture (including Section 2.10(a)(iii)(2)) or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) after such Transfer, such Restricted Note will not be a “restricted security” (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. (2) At any time on or after the Free Trade Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall delegend such Note by: (A) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes or to deem the Restricted Notes Legend removed; (B) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D) complying with any Applicable Procedures for delegending; (E) providing written notice to the Transfer Agent that the Free Trade Date has occurred, whereupon the Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Legend.

Termination of Transfer Restrictions. (1A) Except as otherwise provided in this Indenture (including including, without limitation, clause (B) of this Section 2.10(a)(iii)(22.10(a)(iii)) or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) that, after such Transfer, such Restricted Note will not be a “"restricted security” " (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such any Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. (2B) At any time on or after the Free Trade Date with respect to a NoteDate, if such Note is any Notes are represented by one or more Global Notes that are Restricted Notes, the Company shall may delegend such Note Notes by: (A1) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes or to deem the Restricted Notes Legend removed; (B2) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D4) complying with any Applicable Procedures for delegending;; and (E5) providing written notice to the Transfer Agent that the Free Trade Date has occurred, whereupon the Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Legend.

Termination of Transfer Restrictions. (1) Except as otherwise provided in this Indenture (including Section 2.10(a)(iii)(2clause (2) of this ‎Section 2.10(a)(iii)) or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) after such Transfer, such Restricted Note will not be a “restricted security” (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section ‎Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section ‎Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. (2) At any time on or after the Free Trade Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall delegend such Note by: (A) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes or to deem the Restricted Notes Legend removed; (B) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D) complying with any Applicable Procedures for delegending;; and (E) providing written notice to the Transfer Agent that the Free Trade Date has occurred, whereupon the Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Legend.

Termination of Transfer Restrictions. (1) Except as otherwise provided in this Indenture (including Section 2.10(a)(iii)(2)) or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) after such Transfer, such Restricted Note will not be a “restricted security” (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. (2) At any time on or after the Free Trade Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall delegend such Note by: (A) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes or to deem the Restricted Notes Legend removed; (B) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D) complying with any Applicable Procedures for delegending; (E) providing written notice to the Transfer Agent that the Free Trade Date has occurred, whereupon the Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Legend.

Termination of Transfer Restrictions. (1I) Except as otherwise provided in this Indenture (including clause (II) of this Section 2.10(a)(iii)(22.10(a)(iii)) or as permitted under the terms of the Restricted Notes Legend, if a Holder requests that the Company remove the Restricted Notes Legend from a Definitive Note that is a Restricted Note, the Restricted Notes Legend will not be removed from such Restricted Note unless such Holder delivers, (1) to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, any evidence that each of the Company, the Registrar and the Trustee, as the case may be, reasonably require, that (x) neither the Restricted Notes Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note will comply with applicable law and (y) after such Transfer, such Restricted Note will not be a “restricted security” (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company, the Trustee and the Registrar will permit such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. (2II) At any time on or after the Free Trade Date with respect to a Note, if such Note is represented by one or more Global Notes that are Restricted Notes, the Company shall delegend such Note by: (A1) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove the Restricted Notes Legend from such Global Notes or to deem the Restricted Notes Legend removed; (B2) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C3) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D4) complying with any Applicable Procedures for delegending;; and (E5) providing written notice to the Transfer Agent that the Free Trade Date has occurred, whereupon the Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Legend.

Termination of Transfer Restrictions. (1i) Except as otherwise provided in this Indenture (including clause (ii) of this Section 2.10(a)(iii)(22.12(b)(3)) or as permitted under the terms of the Restricted Notes Legend), if a Holder holder of any shares of Common Stock that contain the Restricted Stock Legend requests that the Company remove the Restricted Notes Stock Legend from a Definitive Note that is a Restricted Notesuch shares, the Restricted Notes Stock Legend will not be removed from such Restricted Note shares unless such Holder delivers, (1) holder delivers to each of the Company and the Registrar a transfer certificate in the form attached as Exhibit B hereto and, (2) to each of the Company, the Registrar and the Trustee, Transfer Agent any evidence that each of the Company, Company or the Registrar and the Trustee, as the case Transfer Agent may be, reasonably require, require that (x) neither the Restricted Notes Stock Legend nor the Transfer restrictions set forth therein are required to ensure that Transfers of such Restricted Note shares will comply with applicable law Law and (y) after such Transfer, such Restricted Note shares will not be a “restricted securitysecurities” (within the meaning of Rule 144); provided, however, that, upon provision of such required transfer certificate and evidence, the Company shall cause the Restricted Stock Legend to be removed from such shares, including by delivering any legal opinion reasonably requested by the Transfer Agent to the Transfer Agent to effectuate the removal of such Restrictive Stock Legend; provided, further, that such evidence shall not be required in connection with any Transfer of such shares to a Person (other than the Company or an “affiliate” (as defined in Rule 144) of the Company) pursuant to a registration statement that was effective under the Securities Act at the time of such Transfer and, upon such Transfer, the Trustee and Company shall cause the Registrar will permit Restricted Stock Legend to be removed from such shares, including by delivering any legal opinion reasonably requested by the Transfer Agent to the Transfer Agent to effectuate the removal of such Restricted Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Legend. In addition, upon receipt by the Trustee and the Registrar of a Company Order specifying that a Note need not bear the Restricted Notes Legend to comply with applicable law, each of the Trustee and the Registrar will permit such Note to be exchanged in accordance with Section 2.09(d)(ii) hereof for one or more new Definitive Notes that do not bear the Restricted Notes Stock Legend. (2ii) At any time on or after On the Free Trade Date with respect to any shares of Common Stock that bear a NoteRestricted Stock Legend, if such Note is represented by one or more Global Notes that are Restricted Notessubject to compliance with applicable securities laws, the Company shall delegend such Note by: (A) providing written notice to the Trustee and the Registrar that the Free Trade Date has occurred and instructing the Trustee to remove cause the Restricted Notes Stock Legend to be removed from such Global Notes or to deem shares including by delivering any legal opinion reasonably requested by the Restricted Notes Legend removed; (B) providing written notice to each owner of a beneficial interest in any of such Global Notes, which notice will state that the Restricted Notes Legend has been removed or has been deemed removed from the applicable Global Note and include the unrestricted CUSIP that will thereafter apply to such applicable Global Note; (C) providing written notice to the Trustee and the Depositary that the CUSIP number for each such Global Note will be changed to an unrestricted CUSIP number, which unrestricted CUSIP number will be listed in such notice; (D) complying with any Applicable Procedures for delegending; (E) providing written notice Transfer Agent to the Transfer Agent that to effectuate the Free Trade Date has occurred, whereupon the removal of such Restricted Notes Legend will be deemed removed from such Global Notes; and (F) if required by the Trustee or Depositary, exchanging such Global Notes for Global Notes that do not bear the Restricted Notes Stock Legend.