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”:
(A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7), acquiring for its own account or for the account of an institutional “accredited investor” at least $250,000 principal amount of Securities;
(B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on its status an institutional “accredited investor” in connection with the transfer; and
(C) the transaction is not, and is not part of, a plan or scheme to evade the registration requirements of the Securities Act.
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:
(i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit E from the proposed transferor.
(ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Global Note or the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note, as the case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Global Note or Regulation S Global Note to be so transferred.
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. 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. 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.
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):
(i) The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate Accreted Value of the Notes at the time of transfer is less than $500,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.
(ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more U.S. Physical Certificates of like tenor and amount.
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. The following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor that is not a QIB or that is a QIB in the event that the Securities cannot be offered and sold in reliance on Rule 144A:
(i) The Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if the proposed transferee has delivered to the Registrar (x) a certificate reasonably acceptable to the Trustee that the requested transfer is at least three years after the later of the Issue Date and the last date on which such Security was held by an Affiliate of the Company or (y)(A) a certificate substantially in the form of Exhibit C hereto, as applicable, and (B) if the principal amount of the Securities being transferred at the time of such transfer is less than $250,000, an Opinion of Counsel acceptable to the Company, the Registrar and the Trustee that such transfer is in compliance with the Securities Act.
(ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security or the Offshore Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Certificates of like tenor and amount.
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.
