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

Restricted Definitive Notes to Restricted Definitive Notes. Restricted Definitive Notes 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 will be made pursuant to 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 will be made pursuant to Rule 903 or Rule 904 under the Securities Act, 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 (x) a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will be made pursuant such Restricted Definitive Note is being 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 will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 (x) a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest Restricted Definitive Note is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than in accordance with Rule 144A under 144, a certificate to the Securities Acteffect set forth in Exhibit B hereto, Rule 144 under including the 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 or Rule 904 under the Securities Actother than those listed in subparagraphs (A) and (B) above, a certificate from to the transferee effect set forth in Exhibit B hereto, including the form certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; or (E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit D B hereto, including the certifications in item (3)(b) thereof.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will be made pursuant to 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 will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 will be made (other than pursuant to Rule 903 and Rule 904) to an Institutional Accredited Investor that is not a QIB, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof; and (CD) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in required by item (34) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D heretoas applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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: : (A) if the transfer will be made pursuant to 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 will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 transferee is an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company, an appropriately completed certificate in the form of Exhibit D hereto and such other certifications, legal opinions or other information as the Security Registrar 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; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.ii)

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will shall be made pursuant to 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) thereof; (B) if the transfer will shall be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in item (33)(c) thereof, ; and (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (zD) if the transfer is being made shall be to an Institutional Accredited Investor and effected pursuant to in reliance on an exemption from the registration requirements of the Securities Act other than Rule 144A under those listed in subparagraphs (A) and (B) above, then the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, transferor must deliver a certificate from the transferee in the form of Exhibit D B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 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 hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; andor (C) if the transfer will be made pursuant to any other an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in item ; (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (zD) if the transfer is being will be made to an Institutional Accredited Investor and effected pursuant to AI in reliance on an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Actthose listed in subparagraphs (A) through (C) above, a certificate from the transferee in the form of Exhibit D B hereto (and the transferee must furnish to the Registrar a signed letter substantially in the form of Exhibit E hereto); and (E) if such transfer will be made to the Issuer or any of its Restricted Subsidiaries, a certificate in the form of Exhibit B hereto.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will shall 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 hereto, including the certifications in item (1) thereof; (B) if the transfer will shall be made pursuant to Rule 903 or Rule 904 under the Securities Act, 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 shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in required by item (3) thereof, if applicable; or (yD) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that if such transfer is in compliance with the Securities Act and such beneficial interest Restricted Definitive Note is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional institutional Accredited Investor and effected pursuant to in reliance on an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Actthose listed in subparagraphs (B) and (C) above, a certificate from the transferee such holder in the form of Exhibit D E hereto, including the certifications, certificates and legal opinion, if applicable.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will be made to a QIB pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit EXHIBIT B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, then the transferor must deliver a certificate in the form of Exhibit 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 (x) a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to in reliance on an exemption from the registration requirements of the Securities Act other than Rule 144A under those listed in SUBCLAUSES (A) and (B) above, then the Securities Acttransferor must deliver a certificate to the effect set forth in EXHIBIT B hereto, Rule 144 under including the Securities Act certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or (D) if such beneficial interest is being transferred to the Company or Rule 904 under the Securities Actany of its Subsidiaries, a certificate from to the transferee effect set forth in EXHIBIT B hereto, including the form of Exhibit D heretocertifications in item (3)(b) thereof, must be delivered by the transferor.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 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 hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; andor (C) if the transfer will be made pursuant to any other an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in item ; (3) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (zD) if the transfer is being will be made to an Institutional Accredited Investor and effected pursuant to IAI in reliance on an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Actthose listed in subparagraphs (A) through (C) above, a certificate from the transferee in the form of Exhibit D B hereto (and the transferee must furnish to the Registrar a signed letter substantially in the form of Exhibit E hereto); and (E) if such transfer will be made to the Issuer or any of its Restricted Subsidiaries, a certificate in the form of Exhibit B hereto.

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 will be made pursuant to 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 will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 such Restricted Definitive Note is being transferred to any other an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities ActAct other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in required by item (33)(b) thereof, if applicable; or (yD) if such Restricted Definitive Note is being transferred to the extent required by item 3(d) Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, an Opinion of Counsel including the certifications in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and item (z3)(a) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D hereto.thereof;

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Notes 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 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 hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act904, 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 transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof, and the transferee must furnish to the Registrar a signed letter substantially in the form of Exhibit E hereto; or (D) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver (x) a certificate in the form of Exhibit B hereto, including the certifications in required by item (34) thereof, (y) to the extent required by item 3(d) of Exhibit B hereto, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act and such beneficial interest is being transferred in compliance with any applicable blue sky securities laws of any State of the United States and (z) if the transfer is being made to an Institutional Accredited Investor and effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A under the Securities Act, Rule 144 under the Securities Act or Rule 904 under the Securities Act, a certificate from the transferee in the form of Exhibit D heretoapplicable.