Common use of Transfer of Existing Notes Clause in Contracts

Transfer of Existing Notes. Each Supporting Holder agrees that so long as this Agreement has not been terminated in accordance with its terms, it shall not directly or indirectly sell, assign, pledge, hypothecate, convey, or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Existing Notes (each, a “Transfer”), unless the transferee thereof either (i) is a Supporting Holder and agrees to exchange such additional Existing Notes and deliver related consents in the Exchange Offer, or (ii) prior to such Transfer, agrees in writing for the benefit of the other Parties to become a Supporting Holder and to be bound by all of the terms of this Agreement with respect to such acquired Existing Notes by executing the joinder in the form attached hereto as Exhibit I (the “Joinder Agreement”), and delivering an executed copy thereof, within five business days of closing of such Transfer, to counsel to SAE and counsel to the Supporting Holders, as listed in Section 9.11 hereof, in which event the transferee (including a Supporting Holder transferee, if applicable) shall be deemed to be a Supporting Holder under this Agreement with respect to such transferred rights, claims, and obligations. Notwithstanding anything contained herein to the contrary, a Supporting Holder may Transfer any or all of its Existing Notes to any entity that, as of the date of the Transfer, controls, is controlled by, or is under common control with such Supporting Holder; provided, however, that such entity shall automatically be subject to the terms of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five business days of the closing of such Transfer to counsel to SAE and counsel to the Supporting Holders. Each Supporting Holder agrees and acknowledges that any Transfer of Existing Notes that does not comply with the terms and procedures set forth in this Section 6 shall be deemed null and void ab initio. Notwithstanding anything to the contrary in this Section 6, (i) a Qualified Marketmaker (as defined below) that acquires any Existing Notes from a Supporting Holder with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes (with the understanding that the Qualified Marketmaker will agree at the time of such acquisition to the terms of this paragraph), shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by this Agreement if such Qualified Marketmaker transfers such Existing Notes within ten (10) business days of its acquisition to a Supporting Holder or transferee that executes and delivers a Joinder Agreement in accordance with the terms set forth in the immediately preceding paragraph no later than (2) business days after consummation of the Transfer; and (ii) to the extent any Party is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests in the Existing Notes that it acquires from an Existing Holder that is not or has not been a Supporting Holder to a transferee that is not a Supporting Holder at the time of such Transfer without the requirement that the transferee be or become a signatory to this Agreement or execute a Joinder Agreement.

Transfer of Existing Notes. (a) Each Supporting Holder Consenting Noteholder agrees that so long as this Agreement has not been terminated in accordance that, from the RSA Effective Date until the Termination Date with its termsrespect to such Consenting Noteholder, it shall not not, directly or indirectly indirectly, sell, assign, loan, issue, pledge, hypothecate, convey, convey or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in any Existing Notes (each, a “Transfer”)) any of its Existing Notes, and any purported Transfer of such Existing Notes shall be null and void and without effect, unless the transferee thereof (the “Transferee”) either (i) is a Supporting Holder and agrees to exchange Consenting Noteholder at the time of such additional Existing Notes and deliver related consents in the Exchange OfferTransfer, or (ii) prior to or concurrently with the effectiveness of such Transfer, agrees in writing writing, for the benefit of the other Parties Parties, to become a Supporting Holder Consenting Noteholder hereunder and to be bound by all of the terms of this Agreement applicable to a Consenting Noteholder (including with respect to such acquired any and all Existing Notes it already may own or control prior to such Transfer) by executing the and delivering a joinder in agreement, the form of which is attached hereto as Exhibit I 2 (the a “Joinder Agreement”), and delivering an executed copy thereof, within five business days of closing of such Transfer, thereof to counsel to SAE each of the Company and counsel to the Supporting HoldersAd Hoc Group (as defined herein), as listed in accordance with Section 9.11 32 hereof, in which event (x) the transferee (including a Supporting Holder transferee, if applicable) Transferee shall be deemed to be a Supporting Holder Consenting Noteholder hereunder with respect to all Existing Notes held by such Transferee and (y) the transferor Consenting Noteholder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement with respect to the extent of such transferred rights, claimsExisting Notes, and obligations. Notwithstanding anything contained herein the transferor shall have no liability arising from or related to the contrary, a Supporting Holder may Transfer any or all of its Existing Notes to any entity that, as failure of the date of the Transfer, controls, is controlled by, or is under common control Transferee to comply with such Supporting Holder; provided, however, that such entity shall automatically be subject to the terms and conditions of this Agreement and deemed a Party hereto and must deliver an executed Joinder Agreement within five business days of the closing of such Agreement. Any Transfer to counsel to SAE and counsel to the Supporting Holders. Each Supporting Holder agrees and acknowledges that any Transfer of Existing Notes that does not comply with the terms foregoing shall be deemed void ab initio and procedures each Party hereto shall have the right to enforce the voiding of such Transfer. (b) Notwithstanding anything to the contrary set forth in this Section 6 shall be deemed null and void ab initio. Notwithstanding anything to the contrary in this Section 67, (i) a Qualified Marketmaker (as defined below) that acquires any Existing Notes Claims from a Supporting Holder Consenting Noteholder with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes (with the understanding that the Qualified Marketmaker will agree at the time of such acquisition to the terms of this paragraph), Claims shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker transfers such Existing Notes Claims (by purchase, sale, assignment, participation, or otherwise) within ten (10) business days Business Days of its acquisition to a Supporting Holder Consenting Noteholder or transferee a Transferee that executes and delivers a Joinder Agreement in accordance with the terms set forth in the immediately preceding paragraph no later than five (25) business days Business Days after consummation of the Transfer; provided that, in the event that the Consenting Noteholder is required to fulfill any duty or obligation under this Agreement while such Notes Claims are held by the Qualified Marketmaker, the applicable Consenting Noteholder shall cause the Qualified Marketmaker to be bound by and subject to this Agreement as if such Qualified Marketmaker was a Consenting Noteholder while such Notes Claims are held by the Qualified Marketmaker (ii) but only with respect to such Notes Claims); provided, further, that such Qualified Marketmaker shall automatically, and without further notice or action, no longer be bound by and subject to this Agreement at such time that the Transferee of such Notes Claims becomes a Consenting Noteholder with respect to such Notes Claims. To the extent any Party that a Consenting Noteholder is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests right, title, or interest in any Notes Claims that the Existing Notes that it Qualified Marketmaker acquires from an Existing Holder that is not or has not been a Supporting Holder to a transferee that Person who is not a Supporting Holder Consenting Noteholder to a Transferee who is not a Consenting Noteholder at the time of such Transfer without the requirement that the transferee Transferee be or become a signatory Consenting Noteholder. As used herein, “Qualified Marketmaker” means an entity that (i) holds itself out to this Agreement the public or execute the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company (or enter with customers into long and short positions in claims against the Company), in its capacity as a Joinder Agreementdealer or market maker in claims against the Company and (ii) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).