Common use of Transfer of Beneficial Interests to Another Restricted Global Security Clause in Contracts

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (2) thereof.

Appears in 3 contracts

Samples: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)

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Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.2(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including attached to the certifications in item (1) thereofapplicable Security; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 an IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including attached to the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicableapplicable Security; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security. In the case of a transfer of a beneficial interest in either the Regulation S Temporary Global Security, the Regulation S Permanent Global Security or a Rule 144A Global Security for an interest in the IAI Global Security, the transferee must furnish a signed letter substantially in the form of Exhibit E, including C to the certifications in item (2) thereofTrustee.

Appears in 3 contracts

Samples: Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(b)(2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications certifications, certificates and Opinion of Counsel required in item (23) thereof, if applicable.

Appears in 2 contracts

Samples: Indenture (Eclipse Resources Corp), Indenture (Eclipse Resources Corp)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.04(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Legended Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications certification in item (23) thereof, if applicable, and the transferee must deliver to the Registrar a signed letter substantially in the form of Exhibit D hereto.

Appears in 2 contracts

Samples: First Supplemental Indenture (DHT Holdings, Inc.), First Supplemental Indenture (DHT Holdings, Inc.)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.5(b)(2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule the 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation the Reg S Temporary Global Security or the Reg S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications in item (2) thereof.

Appears in 2 contracts

Samples: Indenture (Advantica Restaurant Group Inc), Indenture (Dennys Holdings Inc)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(iiclause (ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (1) 1 thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) 2 thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the Restricted Global Security, then the transferor must deliver (x) a certificate in the form of Exhibit EC hereto, including the certifications in required by item (2) 3 thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Hard Rock Hotel Inc)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(2) above hereof and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in and certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Doane Pet Care Co)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii305(b)(2) above and the Security Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule the 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation the Reg S Temporary Global Security or the Reg S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (2) thereof.

Appears in 1 contract

Samples: Conformed Copy (Imax Corp)

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Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(b)(2) above and the Registrar receives the following: (A) if the transferee will shall take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will shall take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will shall take delivery in the form of a beneficial interest in a Regulation S the AI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Revel Entertainment Group, LLC)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(2)(b) above and the Registrar receives the following: (Ai) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (Bii) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security, then Security or the transferor must deliver a certificate in the form of Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (2) thereof; and (iii) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Alamosa Holdings Inc)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (2) thereof.

Appears in 1 contract

Samples: Indenture (Leucadia National Corp)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(iiclause (ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications in item (1) 1 thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) 2 thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the Restricted Global Security, then the transferor must deliver (x) a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications in required by item (2) 3 thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Hard Rock Hotel Inc)

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(2) above and the Registrar receives the following: (A) (if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in and certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Appears in 1 contract

Samples: Indenture (Doane Pet Care Co)

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