Common use of Transfer and Exchange of Definitive Securities for Definitive Securities Clause in Contracts

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder of Definitive Securities and such holder’s compliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including: (A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof; (C) [Reserved]; (D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof; or (E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4) thereof, Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Definitive Security in instructions delivered to the Registrar by such holder.

Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder of Definitive Securities and such holder’s compliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d), including: (A) if the holder of such Definitive Security proposes to exchange such Security for another Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or (B) if such Definitive Security is being transferred to a QIB in compliance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof; (C) [Reserved]if such Definitive Security is being transferred in an Offshore Transaction (as defined in Rule 902 of Regulation S) in compliance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof; (D) if such Definitive Security is being transferred to an Institutional Accredited Investor in a private transaction, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3) thereof; or (E) if such Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (4) thereof, . Upon satisfaction of the conditions of this Section 2.3(d), the Trustee shall cancel the prior Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver a Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Definitive Security in instructions delivered to the Registrar by such holder.