Common use of Restricted Definitive Notes to Restricted Definitive Notes Clause in Contracts

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 is being made to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer is being made to a Non-U.S. Person in an offshore transaction in accordance with 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; (C) if the transfer is being made to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof.

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 such Restricted Definitive Note is being made transferred to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer such Restricted Definitive Note is being made transferred to a Non-U.S. Person in an offshore transaction in accordance with 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 such Restricted Definitive Note is being made to an Institutional Accredited Investor transferred pursuant to an exemption from the registration requirements of the Securities ActAct in accordance with Rule 144, then the transferor must deliver a certificate to the effect set forth in Exhibit B hereto, including the form certifications in item (3)(a) thereof; (D) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; andor (DE) if the transfer such Restricted Definitive Note is being made transferred to the Company Issuers or any of its their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b(3)(b) thereof.

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 such Restricted Definitive Note is being made transferred to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer such Restricted Definitive Note is being made transferred to a Non-U.S. Person in an offshore transaction in accordance with 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 such Restricted Definitive Note is being made to an Institutional Accredited Investor transferred pursuant to an exemption from the registration requirements of the Securities ActAct in accordance with Rule 144, then the transferor must deliver a certificate to the effect set forth in Exhibit B hereto, including the form certifications in item (3)(a) thereof; (D) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d3) thereof, if applicable; andor (DE) if the transfer such Restricted Definitive Note is being made transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b(3)(b) thereof.

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 is being will be made pursuant to a QIB in accordance with Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) 1 thereof; (B) if the transfer is being will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with 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) 2 thereof; (C) if the transfer is being will be made to an Institutional Accredited Investor the Issuer, the Guarantor or any of the Issuer’s Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof; or (D) if the transfer will be made pursuant to an any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates certifications and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) 3 thereof.

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 is being will be made pursuant to a QIB in accordance with Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) 1 thereof; (B) if the transfer is being will be made pursuant to a Non-U.S. Person in an offshore transaction in accordance with 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) 2 thereof; (C) if the transfer is being will be made to an Institutional Accredited Investor the Issuer, the Guarantor or any of the Issuer’s Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(a) thereof; or (D) if the transfer will be made pursuant to an any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates certifications and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof.

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 is being 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 heretoB, including the certifications in item (1) thereof; (B) if the transfer is being will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, 904 then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications in item (2) thereof; (C) if the transfer is being will be made to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in clauses (A) and (B) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof; or (D) if the transfer will be made pursuant to an any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications, certificates and Opinion of Counsel certifications required by item (3)(d3) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof.

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 is being will be made 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 hereto, including the certifications in item (1) thereof; (B) if the transfer is being will be made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; (C) if the transfer is being will be made to an Institutional Accredited Investor pursuant to IAI in accordance with an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d3) thereof, if applicableand the transferee must deliver a letter of representation substantially in the form of Exhibit D hereto; andor (D) if the transfer is being will be made pursuant to any other exemption from the Company or any registration requirements of its Subsidiariesthe Securities Act, then the transferor must deliver a certificate to substantially in the effect set forth in form of Exhibit B hereto, including the certifications in required by item 3(b(4) thereof, if applicable.

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 is being made to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer is being made to a Non-U.S. Person in an offshore transaction in accordance with 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; (C) if the transfer is being made to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d3)(b) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof.

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 is being made to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer is being made to a Non-U.S. Person in an offshore transaction in accordance with 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; (C) if the transfer is being made to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in certification, certificates and Opinion of Counsel required by item 3(b) thereof, if applicable.

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 is being made to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) ; if the transfer is being made to a Non-U.S. Person in an offshore transaction in accordance with 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; (C) ; if the transfer is being made to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) and if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof.

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 is being made to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications in item (1) thereof; (B) if the transfer is being made to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications in item (2) thereof; (C) if the transfer is being made to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B heretoB, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (D) if the transfer is being made to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B heretoB, including the certifications in item 3(b) thereof.

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 such Restricted Definitive Note is being made to a QIB transferred in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer such Restricted Definitive Note is being made transferred to a Non-U.S. Person in an “offshore transaction transaction” in accordance with Rule 903 or Rule 904904 under the Securities Act, then the transferor must deliver a certificate to the effect set forth in the form of Exhibit B hereto, including the certifications in item (2) 2 thereof; (C) if the transfer is being shall be made to an Institutional Accredited Investor pursuant to an any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d3) thereof, if applicable; andor (D) if the transfer such Restricted Definitive Note is being made transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B heretoB, including the certifications in item 3(b3(a) thereof.