Common use of Transfer and Exchange of Definitive Securities for Definitive Securities Clause in Contracts

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder of Definitive Securities and such holder’s compliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including: (A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof; (C) if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof; (D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof; or (E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4) thereof. Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Definitive Security in instructions delivered to the Registrar by such holder.

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder of Definitive Securities and such holder’s compliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including: (A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof; (C) if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof[Reserved]; (D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof; or (E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4) thereof. , Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Definitive Security in instructions delivered to the Registrar by such holder.

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder Holder of Definitive Securities and such holder’s Holder's compliance with the provisions of this Section 2.3(d3.5(e), the Security Registrar -------------- shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder Holder shall present or surrender to the Security Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such holderHolder or by his attorney, duly authorized in writing. In addition, the requesting holder Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d3.5(e), including. -------------- (i) Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the holder of such Definitive Security proposes transfer will be made pursuant to exchange such Security for another Definitive SecurityRule 144A under the Securities Act, then the transferor must deliver a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix Exhibit B hereto, including the certifications in item --------- (1) thereof; (CB) if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance with the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate to in the effect set forth in Appendix form of Exhibit B hereto, including the certifications in item (2) thereof;; and (DC) if such Definitive Security is being transferred the transfer will be made pursuant to an Institutional Accredited Investor in a private transactionany other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate to in the effect set forth in Appendix form of Exhibit B hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (3) thereof; or (E) , if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4) thereof. Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Definitive Security in instructions delivered to the Registrar by such holderapplicable.

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder Holder of Definitive Securities of a series and such holder’s Holder's compliance with the provisions of this Section 2.3(d305(e), the Security Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder Holder shall present or surrender to the Security Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such holderHolder or by his attorney, duly authorized in writing. In addition, the requesting holder Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d305(e), including. (1) Restricted Definitive Securities may be transferred to and registered in the name of Persons who take delivery thereof if the Security Registrar receives the following: (Ai) if the holder of such Definitive Security proposes transfer will be made pursuant to exchange such Security for another Definitive SecurityRule 144A under the Securities Act, then the transferor must deliver a certificate from such holder in the form of Appendix C Annex A hereto, including the certifications in item Item (1)(c1) thereof; or; (Bii) if such Definitive Security is being transferred the transfer will be made pursuant to a QIB in compliance with Rule 144A903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Appendix B Annex A hereto, including the certifications in item Item (12) thereof; (Ciii) if such Definitive Security is being transferred the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance accordance with Rule 903 or Rule 904144 under the Securities Act, a certificate to the effect set forth in Appendix B Annex A hereto, including the certifications in item Item (23)(a) thereof; (Div) if such Definitive Security is being transferred the transfer will be made to an Institutional Accredited Investor or in reliance on any other exemption from the registration requirements of the Securities Act, in either case, other than those listed in subparagraphs (1)(i), (1)(ii) and (1)(iii) of this Section 305(e), a private transactioncertificate in the form of Annex A hereto, including the certifications, certificates any Opinion of Counsel required by Item (3)(d) thereof; (v) if the transfer will be made to the Company or any of its Affiliates, a certificate to the effect set forth in Appendix B Annex A hereto, including the certifications in item Item (33)(b) thereof; or (Evi) if such Definitive Security is being transferred the transfer will be made pursuant to an effective registration statement under the Company or any of its SubsidiariesSecurities Act, a certificate to the effect set forth in Appendix Annex A hereto, including the certifications in Item (3)(c) thereof. (2) Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if: (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement; (ii) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; or (iii) the Security Registrar receives the following: (A) if the Holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such Holder in the form of Annex B hereto, including the certifications in item Item (4) thereof; (B) if the Holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Annex A hereto, including the certifications in Item (4) thereof; and (C) in each such case set forth in this subparagraph (iii), an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Restricted Securities Legend are not required in order to maintain compliance with the Securities Act, and such Restricted Definitive Security is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States. (3) A Holder of Unrestricted Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon satisfaction receipt of the conditions of this Section 2.3(d)a request for such a transfer, the Trustee Security Registrar shall cancel register the prior Unrestricted Definitive Security and Securities pursuant to the Company shall execute, and instructions from the Trustee shall authenticate and deliver a Holder thereof. Unrestricted Definitive Security Securities cannot be exchanged for or transferred to Persons who take delivery thereof in the appropriate principal amount to the Person designated by the holder form of such prior a Restricted Definitive Security in instructions delivered to the Registrar by such holderSecurity.

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder Holder of Definitive Securities and such holder’s Holder's compliance with the provisions of this Section 2.3(d2.6(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holderHolder or by his attorney, duly authorized in writing. In addition, the requesting holder Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d2.6(e), including. (i) Restricted Definitive Securities may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following: (A) if the holder of such Definitive Security proposes transfer will be made pursuant to exchange such Security for another Definitive SecurityRule 144A under the Securities Act, then the transferor must deliver a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix Exhibit B hereto, including the certifications in item (1) thereof; (CB) if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance with the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate to in the effect set forth in Appendix form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof; if applicable. (ii) Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if: (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with a Registration Rights Agreement; (C) any such transfer is effected by a Restricted Broker- Dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive Security is being transferred Securities proposes to exchange such Securities for an Institutional Accredited Investor in a private transactionUnrestricted Definitive Security, a certificate to from such Holder in the effect set forth in Appendix B form of Exhibit C hereto, including the certifications in item (31)(d) thereof; or; (E2) if the Holder of such Restricted Definitive Security is being transferred Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the Company or any form of its Subsidiariesan Unrestricted Definitive Security, a certificate to from such Holder in the effect set forth in Appendix form of Exhibit B hereto, including the certifications in item (4) thereof; and (3) in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act, that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act, and such Restricted Definitive Security is being exchanged or transferred in compliance with any applicable blue sky securities laws of any State of the United States. (iii) A Holder of Unrestricted Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon satisfaction receipt of the conditions of this Section 2.3(d)a request for such a transfer, the Trustee Registrar shall cancel register the prior Unrestricted Definitive Security and Securities pursuant to the Company shall execute, and instructions from the Trustee shall authenticate and deliver a Holder thereof. Unrestricted Definitive Security Securities cannot be exchanged for or transferred to Persons who take delivery thereof in the appropriate principal amount to the Person designated by the holder form of such prior a Restricted Definitive Security in instructions delivered to the Registrar by such holderSecurity.