Common use of Restricted Notes Clause in Contracts

Restricted Notes. (i) By acceptance of a Restricted Global Security or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder or Note Owner of such a Note acknowledges the restrictions on the transfer of such Note set forth thereon and agrees that it will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) if the offer or sale was made to it prior to the expiration of the 40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) is a QIB and (B) is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. (ii) Each Holder or Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed to have represented that it is not acquiring the Restricted Notes for, or on behalf of a Benefit Plan, or (ii) in the case of the Class M1 Notes, its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. (iii) Notwithstanding any provision to the contrary herein, so long as a Global Security representing any of the Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03. (A) Subject to clauses (B) and (C) of this Section 2.03(b)(iii), transfers of a Global Security representing any of the Class M1 or Class M2 Notes shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.

Restricted Notes. (A) Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 6 to bear, the restrictive legend currently included on the face of this Note (the “Restricted Notes Legend”) will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Note (including in the Restricted Notes Legend) unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (i) By acceptance Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of a Restricted Global Security or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder or Note Owner of such a Note acknowledges the restrictions on the transfer of such Note set forth thereon and agrees that it will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security Section 6.2 below shall be deemed to have represented and warranted to apply) issued by the Issuer, if any, will bear the Indenture Trustee, the Note Registrar and any of their respective successors that: Restricted Notes Legend unless: (ia) such Person (A) if Note, since last held by the offer Issuer or sale was made to it prior to the expiration an affiliate of the 40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period Issuer (within the meaning of Regulation SRule 144), no offerif ever, sale, pledge was transferred (1) to a Person other than (x) the Issuer or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if in an affiliate of the future it decides Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to offer, resell, pledge or otherwise transfer a registration statement that was effective under the Securities Act at the time of such Notes, transfer; or (b) such Notes may be offered, resold, pledged or otherwise Note was transferred only (A1) to a person which Person other than (x) the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A Issuer or (By) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted (2) pursuant to the Issuer, the Indenture Trustee, the Note Registrar and exemption from registration provided by Rule 144 or any of their respective successors that: (i) such Person (A) is a QIB and (B) is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made similar provision then in reliance on Rule 144A and (ii) such Person understands that such Notes have not been registered force under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. (ii) Each Holder or In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed registered by the Registrar prior to have represented that it is not acquiring the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Notes forNote, or on behalf of a Benefit Plan, or (ii) in the case of the Class M1 Notes, its acquisition and holding of such Notes for, or with the assets ofappropriate box checked, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. (iii) Notwithstanding any provision to the contrary herein, so long as a Global Security representing any of the Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03Registrar. (A) Subject to clauses (B) and (C) of this Section 2.03(b)(iii), transfers of a Global Security representing any of the Class M1 or Class M2 Notes shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.

Restricted Notes. (i) By acceptance Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 3.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Global Security or a Regulation S Global SecurityNote, whether upon original issuance or subsequent transfer, each Holder or Note Owner by such Holder’s acceptance of such a Note acknowledges Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (ii) Until the transfer Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of such Note set forth thereon and agrees that it Section 3.07(b)(ii) below shall apply) will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to bear the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person Restricted Notes Legend unless: (A) if such Note, since last held by the offer Issuer or sale was made to it prior to the expiration an affiliate of the 40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period Issuer (within the meaning of Regulation SRule 144), no offerif ever, sale, pledge was transferred (1) to a Person other than (x) the Issuer or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if in an affiliate of the future it decides Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to offer, resell, pledge or otherwise transfer a registration statement that was effective under the Securities Act at the time of such Notes, transfer; (B) such Notes may be offered, resold, pledged or otherwise Note was transferred only (A1) to a person which Person other than (x) the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A Issuer or (By) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted (2) pursuant to the Issuer, the Indenture Trustee, the Note Registrar and exemption from registration provided by Rule 144 or any of their respective successors that: (i) such Person (A) is a QIB and (B) is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made similar provision then in reliance on Rule 144A and (ii) such Person understands that such Notes have not been registered force under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03.or (iiC) Each Holder or Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed the Issuer delivers written notice to have represented the Trustee and the Registrar stating that it is not acquiring the Restricted Notes for, or on behalf Legend may be removed from such Note and all Applicable Procedures of a Benefit Plan, or (ii) in the case of the Class M1 Notes, its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Lawhave been complied with. (iii) Notwithstanding any provision to In addition, until the contrary herein, so long as a Global Security representing any of the Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03.Resale Restriction Termination Date: (A) Subject no transfer of any Note will be registered by the Registrar prior to clauses the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Note, with the appropriate box checked, to the Trustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Issuer or has been an affiliate of the Issuer (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note (Cor any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof) of this Section 2.03(b)(iii)will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, transfers to comply with law, such Note (or such securities issued in exchange for or substitution of a Global Security representing any of Note) must bear the Class M1 or Class M2 Restricted Notes shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nomineeLegend.

Restricted Notes. (i) By acceptance of a Restricted Global Security or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder or Note Owner of such a Note acknowledges the restrictions on the transfer of such Note set forth thereon and agrees that it will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) if the offer or sale was made to it prior to the expiration of the 40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted to the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person (A) is a QIB and (B) is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03. (ii) Each Holder or Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed to have represented that it is not acquiring the Restricted Notes for, or on behalf of a Benefit Plan, or (ii) in the case of the Class M1 Notes, its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar LawPlan. (iii) Notwithstanding any provision to the contrary herein, so long as a Global Security representing any of the Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03. (A) Subject to clauses (B) and (C) of this Section 2.03(b)(iii), transfers of a Global Security representing any of the Class M1 or Class M2 Notes shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s 's nominee.

Restricted Notes. (i) By acceptance Every Note (and all securities issued in exchange therefor or substitution thereof, except any ADSs issued upon exchange thereof) that bears, or that is required under this Section 3.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Issuer, and each Holder of a Restricted Global Security or a Regulation S Global SecurityNote, whether upon original issuance or subsequent transfer, each Holder or Note Owner by such Holder’s acceptance of such a Note acknowledges Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note. (ii) Until the transfer Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof, to which the provisions of such Note set forth thereon and agrees that it Section 3.07(b)(ii) below shall apply) issued under this Indenture, if any, will transfer such a Note only as provided herein. Each Holder or Note Owner of a Regulation S Global Security shall be deemed to have represented and warranted to bear the Issuer, the Indenture Trustee, the Note Registrar and any of their respective successors that: (i) such Person Restricted Notes Legend unless: (A) if such Note, since last held by the offer Issuer or sale was made to it prior to the expiration an affiliate of the 40-day distribution compliance period within the meaning of Regulation S, is not a U.S. person and (B) was, at the time the buy order was originated, outside the United States and (ii) such Person understands that such Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period Issuer (within the meaning of Regulation SRule 144), no offerif ever, sale, pledge was transferred (1) to a Person other than (x) the Issuer or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person and (y) if in an affiliate of the future it decides Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer and (2) pursuant to offer, resell, pledge or otherwise transfer a registration statement that was effective under the Securities Act at the time of such Notes, transfer; (B) such Notes may be offered, resold, pledged or otherwise Note was transferred only (A1) to a person which Person other than (x) the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A Issuer or (By) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee affiliate of the Issuer (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer within the 90 days immediately preceding such transfer restrictions specified in this Section 2.03. Each Holder or Note Owner of a Restricted Global Security shall be deemed to have represented and warranted (2) pursuant to the Issuer, the Indenture Trustee, the Note Registrar and exemption from registration provided by Rule 144 or any of their respective successors that: (i) such Person (A) is a QIB and (B) is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made similar provision then in reliance on Rule 144A and (ii) such Person understands that such Notes have not been registered force under the Securities Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a QIB, that is purchasing such Notes for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 2.03.or (iiC) Each Holder or Note Owner of a Restricted Global Security or a Regulation S Global Security will be deemed the Issuer delivers written notice to have represented the Trustee and the Registrar stating that it is not acquiring the Restricted Notes for, or on behalf Legend may be removed from such Note and all Applicable Procedures of a Benefit Plan, or (ii) in the case of the Class M1 Notes, its acquisition and holding of such Notes for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Lawhave been complied with. (iii) Notwithstanding any provision to In addition, until the contrary herein, so long as a Global Security representing any of the Class M1 or Class M2 Notes remains Outstanding and is held by or on behalf of DTC, transfers of a Global Security representing any such Notes, in whole or in part, shall only be made in accordance with Sections 2.01 and 2.04 and this Section 2.03.Resale Restriction Termination Date: (A) Subject no transfer of any Restricted Note will be registered by the Registrar prior to clauses the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restrcited Note, with the appropriate box checked, to the Trustee; and (B) the Registrar will not register any transfer of any Note that is a Restricted Note to a Person that is an affiliate of the Issuer or has been an affiliate of the Issuer (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer. (iv) On and after the Resale Restriction Termination Date, any Note (Cor any security issued in exchange therefor or substitution thereof, except any ADSs issued upon the exchange thereof) of this Section 2.03(b)(iii)will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, transfers to comply with law, such Note (or such securities issued in exchange for or substitution of a Global Security representing any of Note) must bear the Class M1 or Class M2 Restricted Notes shall be limited to transfers of such Global Security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nomineeLegend.