Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; and (B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 7 contracts
Sources: Indenture (Windstream Services, LLC), Indenture (Windstream Services, LLC), Indenture (Bon Ton Stores Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities ActRule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.
Appears in 6 contracts
Sources: Indenture, Indenture (Arazi S.a r.l.), Indenture (Arazi S.a r.l.)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (32) thereof, if applicable.
Appears in 5 contracts
Sources: Indenture (Dave & Busters Inc), Indenture (Club Regina Resorts Inc), Indenture (Electroglas Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications, certificates and Opinion of Counsel required by item (32) thereof, if applicable.
Appears in 5 contracts
Sources: Indenture (Electroglas Inc), Indenture (RCN Corp /De/), Securities Purchase Agreement (Rockford Corp)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar Trustee receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 5 contracts
Sources: Seventh Supplemental Indenture (SPRINT Corp), Third Supplemental Indenture (SPRINT Corp), Second Supplemental Indenture (SPRINT Corp)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof;
(B) [INTENTIONALLY OMITTED]; and
(BC) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 5 contracts
Sources: Indenture (Windstream Corp), Indenture (Fairpoint Communications Inc), Indenture (Brown Shoe Co Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities ActRule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.
Appears in 3 contracts
Sources: Supplemental Indenture (Mt Veeder Corp), Indenture (SCV Epi Vineyards Inc), Supplemental Indenture (Candanaigua B V)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Security Registrar receives the following:
(A1) if the transfer shall will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B, including the certifications in item (1) thereof;
(2) if the transfer will be made pursuant to Rule 144A under the Securities Act903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (12) thereof; andor
(B3) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel certifications required by item (3) thereof, if applicable.
Appears in 3 contracts
Sources: Second Supplemental Indenture (Citizens Financial Group Inc/Ri), Seventh Supplemental Indenture (Citizens Financial Group Inc/Ri), Subordinated Indenture (Citizens Financial Group Inc/Ri)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof;
(B) [INTENTIONALLY OMITTED]; and
(BC) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 2 contracts
Sources: Indenture (Texas Industries Inc), Indenture (Venture Holdings, Inc.)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications in item (1) thereof; andor
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications, certificates and Opinion of Counsel certifications required by item (3) thereof, if applicable.
Appears in 2 contracts
Sources: Indenture (Williams Communications Group Inc), Indenture (Williams Companies Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 2 contracts
Sources: Indenture (Riviera Black Hawk Inc), Indenture (Watermark Realty Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of the Person or Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel certifications required by item (32) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (Symbion Inc/Tn)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if If the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and;
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (32) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the --------- certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from Rule 903 under the registration requirements of Securities Act or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD --------- hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (Canandaigua B V)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities ActAct other than Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (32) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BD hereto, including the certifications, certificates and Opinion of Counsel required by item (32) thereof, if as applicable.
Appears in 1 contract
Sources: Indenture (Ats Medical Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;
(B) if the transfer will be made pursuant to Rule 144A under the Securities Act903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (12) thereof; and
(BC) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicableB hereto.
Appears in 1 contract
Sources: Indenture (VERRA MOBILITY Corp)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to a QM in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 144A under the Securities Act, 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (12) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.or
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
: (A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.57 KE 79433857.6
Appears in 1 contract
Sources: Supplemental Indenture (Altera Infrastructure L.P.)
Restricted Definitive Notes to Restricted Definitive Notes. Any ---------------------------------------------------------- Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; and---------
(BC) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, --------- including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (Etesting Labs Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if If the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32)(c) thereof, if applicableprovided that the Company or the Trustee shall be entitled to require a legal opinion or other certification to confirm that such transfer is being made pursuant to such an exemption.
Appears in 1 contract
Sources: Indenture (Energy XXI LTD)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to a QIB in accordance with Rule 144A under the Securities Act144A, then the transferor must deliver a certificate substantially in the form of Exhibit B, including the certifications in item (1) thereof; andor
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver to the Registrar a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel certifications required by item (32) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; andor
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel certifications required by item (32) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (Azul Sa)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(Aa) if the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and;
(Bb) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities ActRule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.; and
Appears in 1 contract
Sources: Indenture (Tronox Holdings PLC)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
: (A%5) if the transfer shall will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; (%5) if the transfer will be made pursuant to Rule 144A under the Securities Act903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (12) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB attached hereto, including the certifications in item (1) thereof; and;
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB attached hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (GPPD Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and;
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities ActRule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.; and
Appears in 1 contract
Sources: Indenture (Wci Communities Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made to a person that the transferor reasonably believes to be a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B, including the certifications in item (1) thereof;
(B) if the transfer will be made pursuant to Rule 144A under the Securities Act, 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (12) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.or
Appears in 1 contract
Sources: Indenture (Covanta Holding Corp)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit BB attached hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB attached hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (GPPD Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof;
(B) [INTENTIONALLY OMITTED]; and
(BC) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion opinion of Counsel counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Sources: Indenture (Caleres Inc)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:
(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BA, including the certifications in item (1) thereof; and
(B) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BA, including the certifications, certificates and Opinion of Counsel required by certifications in item (3) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; andor
(B) if the transfer shall will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
Appears in 1 contract
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer shall will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BC hereto, including the certifications in item (1) thereof; and
(B) if the transfer shall will be made pursuant to any other exemption from Rule 903 under the registration requirements of Securities Act or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit BC hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (32) thereof, if applicable.
Appears in 1 contract