Transfers to Institutional Accredited Investors. If Notes are being transferred to an Institutional Accredited Investor, the Notes shall be accompanied by delivery of a transferee certificate for Institutional Accredited Investors substantially in the form of Exhibit D hereto and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.
Transfers to Institutional Accredited Investors. If the transfer is to an institutional “accredited investor”:
Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to an Institutional Accredited Investor that is not a QIB:
Transfers to Institutional Accredited Investors. If ----------------------------------------------- Securities are being transferred to an Institutional Accredited Investor, the Securities shall be accompanied by delivery of a transferee certificate for Institutional Accredited Investors substantially in the form of Exhibit D hereto and an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act.
Transfers to Institutional Accredited Investors. (1) If a Holder of a beneficial interest in a Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Global Note to an Institutional Accredited Investor, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, at its office in The City of New York of (A) instructions from the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount as the beneficial interest in the Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (B) a certificate in the form of Exhibit B attached hereto from the transferor, (C) a certificate in the form of Exhibit C attached hereto from the transferee and (D) such other certifications, legal opinions or other information as the Issuer or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any other applicable jurisdiction, then the Trustee, as Registrar, will instruct the Depositary to reduce or cause to be reduced such Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount in accordance with the instructions referred to above;
Transfers to Institutional Accredited Investors. If, pursuant to Section 2.5, interests in Notes of a Series represented by Global Notes are transferrable to Institutional Accredited Investors which are not QIBs, and if an owner of a beneficial interest in a Global Note representing interests in Notes of such Series wishes at any time to transfer such interest to an Institutional Accredited Investor which is not a QIB (other than a non-U.S. Person), the Co-Registrar shall register the transfer of such Global Note or portion thereof, whether or not such Global Note bears the legend set forth in Section 2.3, if the aggregate principal amount of the interest in such Global Note to be transferred to such Institutional Accredited Investor is at least U.S.$200,000 (or its equivalent in other currencies or composite currency) and (A) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act and evidence of such fact (which shall be satisfactory to the Company) is furnished to the Co-Registrar with a copy to the Company or (B) the proposed transferee has delivered to the Co-Registrar a certificate substantially in the form of Exhibit D hereto and a letter in substantially the forth of Exhibit F hereto. Upon receipt of the aforementioned documentation pursuant to the Applicable Procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, a Certificated Note in fully registered form in like form in the amount being transferred.
Transfers to Institutional Accredited Investors. If the transfer is to an institutional investor that is an accredited investor within the meaning of Rule 501(A)(1), (2), (3) or (7) of Regulation D under the Securities Act, a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities and an opinion of counsel acceptable to the Company, that the transfer is exempt from registration, must be supplied to the Trustee prior to such transfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchaser. Dated: ________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
Transfers to Institutional Accredited Investors. Notwithstanding any other provision of this Trust Agreement, in connection with a transfer of Restricted Capital Securities or an interest therein to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Depositor, the Issuer Trust and the Securities Registrar a duly executed Institutional Accredited Investor Letter and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act. An Institutional Accredited Investor may not hold a Restricted Capital Security or an interest therein in the form of a Book-Entry Capital Securities Certificate or any other form intended to facilitate book-entry trading in beneficial interests in such Capital Securities.
Transfers to Institutional Accredited Investors. The ----------------------------------------------- following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor unless the transfer is governed by Section 2.08(b), (c) or (d):
Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of Warrants to any Institutional Accredited Investor which is not a QIB: The Warrant Agent shall register any proposed transfer of Warrants to any such Person if (x) the transferor has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit B-1 hereto and, if required by paragraph (d) thereof, an opinion of counsel to the effect set forth therein and (y) the proposed transferee has delivered to the Warrant Agent and the Company a certificate substantially in the form of Exhibit B-2 hereto and an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.
