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

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security 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 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 in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; (D) if the transfer is being made to the Company or any of its Subsidiaries, then the transferor must deliver a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(b) thereof; and (E) 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 B hereto, including, if the Security Registrar so requests, a certification or Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act.

Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Security Registrar receives the following: (A) if the transfer is being will be made to a QIB in accordance with pursuant to Rule 144A under the Securities Act144A, then the transferor must deliver a certificate in the form of Exhibit B C hereto, including the certifications in item (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 C hereto, including the certifications in item (2) thereof; (C) if the transfer such beneficial interest is being made 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 the form of Exhibit B C hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; (D) if the transfer such beneficial interest is being made transferred to the Company or any of its the Company's Subsidiaries, then the transferor must deliver a certificate to the effect set forth in Exhibit B C hereto, including the certifications in item 3(b(3)(b) thereof, must be delivered by the transferor; andor (E) 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 B C hereto, includingincluding the certifications, if the Security Registrar so requests, a certification or certificates and Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Actrequired by item (3) thereof, if applicable.