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 shall be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B-1 hereto, including the certifications in item (1) thereof; (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B-1 hereto, including the certifications in item (2) thereof; (C) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(b) thereof; and (D) if such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(c) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of them.

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 pursuant to Rule 144A144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B-1 B hereto, including the certifications in item (1) thereof; (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-1 B hereto, including the certifications in item (2) thereof; (C) if such beneficial interest 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) and (B) above, then the transferor must deliver 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; or (D) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B-1 B hereto, including the certifications in item (3)(b) thereof; and (D) if such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(c) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested must be delivered by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of themtransferor.

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 pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B-1 B hereto, including the certifications in item (1) thereof; (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-1 B hereto, including the certifications in item (2) thereof; (C) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Company registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver 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; or (D) if such beneficial interest is being transferred to the Issuers or any of its the Subsidiaries, a certificate to the effect set forth in Exhibit B-1 B hereto, including the certifications in item (3)(b) thereof; and (D) if such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(c) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested must be delivered by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of themtransferor.

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 pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B-1 B hereto, including the certifications in item (1) thereof; (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-1 B hereto, including the certifications in item (2) thereof; (C) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the Company registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, then the transferor must deliver 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; or (D) if such beneficial interest is being transferred to the Issuers or any of its their Subsidiaries, a certificate to the effect set forth in Exhibit B-1 B hereto, including the certifications in item (3)(b) thereof; and (D) if such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(c) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested must be delivered by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of themtransferor.

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 pursuant to Rule 144A144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B-1 C hereto, including the certifications in item (1) thereof; (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-1 C hereto, including the certifications in item (2) thereof; (C) if such beneficial interest 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) and (B) above, then the transferor must deliver a certificate to the effect set forth in Exhibit C hereto, including the 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 any of its Subsidiaries, a certificate to the effect set forth in Exhibit B-1 C hereto, including the certifications in item (3)(b) thereof; and (D) if such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-1 hereto, including the certifications in item (3)(c) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested must be delivered by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of themtransferor.

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, then a certificate from the transferor must deliver a certificate substantially in the form of Exhibit B-1 B attached hereto, including the certifications in item (1) thereof; (B) if the transfer shall will be made pursuant to Rule 903 or Rule 904, then a certificate from the transferor must deliver a certificate in the form of Exhibit B-1 B attached hereto, including the certifications in item (2) thereof; (C) if such the transferee will take delivery in the form of a beneficial interest is being transferred to in the Company or any of its SubsidiariesIAI Global Note, a certificate to from the effect set forth transferor in the form of Exhibit B-1 B attached hereto, including the certifications in item (3)(b3) thereof, and a signed letter from the transferee substantially in the form of Exhibit E attached hereto; andor (D) if such beneficial interest is transferred the transfer will be made pursuant to an IAIany other exemption from the registration requirements of the Securities Act, a certificate to from the effect set forth transferor in the form of Exhibit B-1 B attached hereto, including the certifications in required by item (3)(c4) thereof, a certificate from the transferee in the form of Exhibit B-2 hereto required thereby, and, if requested by the Company or the Registrar, an opinion of counsel, certificate and/or information satisfactory to each of themapplicable.