Common use of U.S. Legend on Common Shares Clause in Contracts

U.S. Legend on Common Shares. Each certificate representing the Common Shares issued upon conversion of a Debenture bearing the U.S. Legend (and all Common Shares issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form; provided that if any Common Shares bearing the following legend are being sold outside of the United States to non-U.S. Persons in accordance with Regulation S under the U.S. Securities Act, the legend may be removed by providing a duly completed and signed declaration to the Transfer Agent, to the effect set forth in Schedule 5.4 hereof: “THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS SECURITY AND ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144A UNDER THE U.S. SECURITIES ACT, (D) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.” Any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agent, be exchanged for a new certificate or certificates for a like aggregate number of Common Shares, which shall not bear the foregoing restrictive legend.

U.S. Legend on Common Shares. Each certificate representing the Common Shares issued upon conversion of a Debenture bearing the U.S. Legend (and all Common Shares issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form; provided that if any Common Shares bearing the following legend are being sold outside of the United States to non-U.S. Persons in accordance with Regulation S under the U.S. Securities Act, the legend may be removed by providing a duly completed and signed declaration to the Transfer Agent, to the effect set forth in Schedule 5.4 hereof: “THE OFFER AND SALE OF THESE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) ), OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS SECURITY AND ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR ANY A SUBSIDIARY OF THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144A UNDER THE U.S. SECURITIES ACT, (D) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (E) PURSUANT TO ANOTHER AVAILABLE ANY APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, ACT OR (FC) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.” Any Notwithstanding the foregoing, any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms no longer be required by the U.S. Securities Act may, (a) upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agent, be exchanged like aggregate number of Common Shares or (b) upon conversion of all or any portion of a Restricted Debenture in accordance with the provisions of this Article 5, be issued for the applicable number of Common Shares, in each case, represented by a new certificate or certificates for a like aggregate number of Common Shares, which that shall not bear the foregoing restrictive legend.

U.S. Legend on Common Shares. Each certificate representing the Common Shares issued upon conversion of a Debenture bearing the U.S. Legend (and all Common Shares issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form; provided that if any Common Shares bearing the following legend are being sold outside of the United States to non-U.S. Persons in accordance with Regulation S under the U.S. Securities Act, the legend may be removed by providing a duly completed and signed declaration to the Transfer Agent, to the effect set forth in Schedule 5.4 hereof: “THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS SECURITY AND ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144A UNDER THE U.S. SECURITIES ACT, (D) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.” Any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agenttransfer agent for the Common Shares, be exchanged for a new certificate or certificates for a like aggregate number of Common Shares, which shall not bear the foregoing restrictive legend.