Note Legend and Transferee Representation Sample Clauses

The "Note Legend and Transferee Representation" clause serves to outline specific requirements and disclosures that must be included on the face of a promissory note, as well as the representations that any party acquiring the note (the transferee) must make. Typically, this clause mandates that the note display a legend indicating restrictions on transfer, such as compliance with securities laws, and requires transferees to confirm they meet certain qualifications, like being an accredited investor. By doing so, the clause helps ensure that the transfer of the note complies with legal and regulatory requirements, thereby reducing the risk of unauthorized or improper transfers.
Note Legend and Transferee Representation. Each Rule 144A Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following: (i) It understands that the Rule 144A Notes have not been registered under the Securities Act or any State securities or "blue sky" laws. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB"). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made under Rule 144A and if it is acquiring the Rule 144A Notes or a beneficial interest in the Rule 144A Notes for the account of another QIB, that other QIB is aware that the sale is being made under Rule 144A and (C) is acquiring the Rule 144A Notes or a beneficial interest in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Rule 144A Notes for a distribution that would violate the Securities Act.
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Note Legend and Transferee Representation. Each Note will bear the applicable legend in Exhibit A. As a condition to the registration of a Note Transfer, the prospective transferee of the Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Trust the following: (1) It agrees not to (a) offer the Notes or any interest or participation in the Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Note or any interest or participation in the Notes, or a “Note Transfer”, except in compliance with: • the Indenture, • the Securities Act, and • the restrictions and conditions in the legend on the Notes in “Note Legend.” (2) It understands that the Notes have not been and will not be registered under the Securities Act or the securities or blue sky laws of any state. (3) It understands that offers of the Notes or any interest or participation in the Notes or Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only (a) to a person that the holder reasonably believes is a QIB or (b) to a non-U.S. person outside the United States under Regulation S. (4) It acknowledges that neither the Trust nor any person representing the Trust has made any representation to it with respect to the Trust or the offering or sale of any Notes, other than the information contained in the offering memorandum that has been delivered to it and on which it is relying in making its investment decision with respect to the Notes. It has had access to financial and other information concerning the Trust, the Depositor and the Notes as it has deemed necessary in connection with its decision to purchase the Notes, including an opportunity to ask questions of and request information from the Depositor.
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Related to Note Legend and Transferee Representation

  • Restricted Note Legend Subject to Section 2.12, (i) each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and (ii) if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided, however, that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.

  • Global Note Legend Each Global Note will bear a legend in substantially the following form: “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

  • Regulation S Temporary Global Note Legend The Regulation S Temporary Global Note shall bear a legend in substantially the following form: “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”