Common use of Transfer of Beneficial Interests to Another Restricted Global Security Clause in Contracts

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.2(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including attached to the certifications in item (1) thereofapplicable Security; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 an IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including attached to the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicableapplicable Security; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security. In the case of a transfer of a beneficial interest in either the Regulation S Temporary Global Security, the Regulation S Permanent Global Security or a Rule 144A Global Security for an interest in the IAI Global Security, the transferee must furnish a signed letter substantially in the form of Exhibit E, including C to the certifications in item (2) thereofTrustee.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(b)(2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications certifications, certificates and Opinion of Counsel required in item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.07(b)(ii) above and the Registrar receives the following: (A1) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B2) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C3) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii3.05(b)(2) above and the Security Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.04(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Legended Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications certification in item (23) thereof, if applicable, and the transferee must deliver to the Registrar a signed letter substantially in the form of Exhibit D hereto.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.5(b)(2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule the 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation the Reg S Temporary Global Security or the Reg S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EA hereto, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery such Security is being transferred to a QIB in the form of a beneficial interest in a accordance with Rule 144A Global Security144A, then the transferor must deliver a certificate in the form of Exhibit EB, including the certifications in item (1) thereof; (B) if such Security is being transferred pursuant to an exemption from registration in accordance with Regulation S under the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global SecuritySecurities Act, then the transferor must deliver a certificate in the form of Exhibit EB, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a such Security is being transferred pursuant to an exemption from registration other than Rule 144A or Regulation S Global SecurityS, then the transferor must deliver a certificate in the form of Exhibit EB, including the certifications certifications, certificates and Opinion of Counsel in form reasonably acceptable to the Company and the Registrar required by item (23)(d) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(2)(b) above and the Registrar receives the following: (Ai) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (Bii) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security, then Security or the transferor must deliver a certificate in the form of Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (2) thereof; and (iii) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, 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) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.06(b)(2) above and the Registrar receives the following: (A) if the transferee will shall take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will shall take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will shall take delivery in the form of a beneficial interest in a Regulation S the AI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii305(b)(2) above and the Security Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule the 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) thereof, if applicable; andor (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation the Reg S Temporary Global Security or the Reg S Permanent Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(iiclause (ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications in item (1) 1 thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) 2 thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the Restricted Global Security, then the transferor must deliver (x) a certificate in the form of Exhibit EEXHIBIT C hereto, including the certifications in required by item (2) 3 thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(2) above hereof and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in and certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit ED, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(2) above and the Registrar receives the following: (A) (if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in and certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.07(b)(2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global SecurityNote, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof;; and (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d2) thereof, if applicable; and. (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the AI Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in certifications, certificates and Opinion of Counsel required by item (23) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(iiclause (ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications in item (1) 1 thereof; (B) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 the Regulation S Temporary Global Security or the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EC hereto, including the certifications, certificates and Opinion of Counsel required by certifications in item (3)(d) 2 thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S the Restricted Global Security, then the transferor must deliver (x) a certificate in the form of Exhibit EC hereto, including the certifications in required by item (2) 3 thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in a any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.13(b)(ii2.6(b)(2) above and the Registrar receives the following: (A1) if the transferee will take delivery in the form of a beneficial interest in a Rule the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (1) thereof; (B2) if the transferee will take delivery in the form of a beneficial interest in a Rule 501 Global Security, then the transferor must deliver a certificate in the form of Exhibit E, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; and (C) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit EB hereto, including the certifications in item (2) thereof; and (3) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, 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) thereof, if applicable.