Common use of Restricted Notes Clause in Contracts

Restricted Notes. (i) Every Note (and all securities issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) that bears, or that is required under this Section 3.06 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 a 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 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. (ii) Until the Resale Restriction Termination Date, any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) issued under this Indenture, if any, will bear the Restricted Notes Legend unless: (A) such Note, since last held by the Issuer or the Guarantor or an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; (B) such Note was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with, if applicable. (iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Trustee. (iv) Any Note that is repurchased or owned by any affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) may not be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such note no longer being a “restricted security” (as defined in Rule 144 under the Securities Act). (v) On and after the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (a) Notwithstanding the other provisions of this Agreement, the Notes issued to Aria Infotek in an aggregate principal amount of US$10,000,000 shall constitute restricted notes (the "Restricted Notes"). The Restricted Notes shall comprise US$3,454,545.45 of the Notes issued to Aria Infotek having a stated maturity date of the Fifth Repayment Date, US$3,454,545.45 of the Notes issued to Aria Infotek having a stated maturity date of the Sixth Repayment Date and US$3,090,909.10 of the Notes issued to Aria Infotek having a stated maturity date of the Seventh Repayment Date. Until the expiration of the Restriction Period, (i) Every Note Aria Infotek shall not sell, transfer, pledge, charge, hypothecate, Encumber or otherwise dispose of any Restricted Notes and (ii) Purchaser shall be entitled to set-off and deduct from any and all securities issued in exchange therefor principal or substitution thereof, except any Ordinary Shares issued upon exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) that bears, other amounts owing or that is required due under this Section 3.06 to bear, the Restricted Notes Legend will all or any amount 23 <PAGE> owing, due or otherwise payable by Aria Infotek to Purchaser under any Transaction Document or otherwise, as evidenced by (A) a written instrument executed by and between Purchaser end Aria Infotek; (B) in the event Aria Infotek participates in or assumes the defense of a third-party claim pursuant to Section 9.4 of this Agreement, the full amount for which the Company, any of its Subsidiaries or the Indemnified Party is or becomes liable as finally determined in any Proceeding or any compromise or settlement relating to such third-party claim or (C) a final arbitral award (such amounts which Purchaser shall be so entitled to set-off or deduct, are individually and collectively referred to herein as "Eligible Amounts"). The Restricted Notes shall be deemed to be a “Restricted Note.” Each Restricted Note will be subject satisfied, paid and forever discharged to the restrictions on transfer set forth extent Purchaser sets-off or deducts any Eligible Amounts against such Restricted Notes. Neither the exercise nor the failure to exercise a right of set-off or deduction shall constitute an election of remedies or limit Purchaser in this Indenture (including any manner in the enforcement of other remedies that may be available to it, whether at law or in equity. If exercised, such right of set-off shall be applied to the payment next due under the Restricted Notes Legendafter such right of set-off is asserted, and, to the extent necessary to satisfy such right of set-off, to subsequent Restricted Notes, in the chronological order in which such Restricted Notes mature and become due. (b) During the Restriction Period no payment shall he required to be made by Purchaser under the Restricted Notes and will bear Purchaser may withhold and shall not be required to pay any and all principal and other amounts which (but for Purchaser's rights under this Agreement) would otherwise have been payable under the Restricted Notes ("Withheld Amounts"). 24 <PAGE> (c) On or before the date 10 Business Days following expiration of the Restriction Period (such 10th Business Day, the "Remaining Withheld Amount Payment Date"), to the extent that there exists any Withheld Amounts under a restricted CUSIP number Restricted Note against which Purchaser has not set-off or deducted any Eligible Amounts hereunder (a "Remaining Withheld Amount), Purchaser shall pay to Aria Infotek, interest on such Remaining Withheld Amount from the stated maturity date of such Restricted Note through the earlier of (x) the date of payment of such interest; and (y) the Remaining Withheld Amount Payment Date, at the rate of 5.0% per annum, compounded annually. To the extent any such interest has not been paid on or before the Remaining Withheld Amount Payment Date (the "Unpaid Interest"), Purchaser shall pay to Aria Infotek interest on the Unpaid Interest from the Remaining Withheld Amount Payment Date through the date of payment of the Unpaid Interest at the rate of 10.5% per annum, compounded annually. (d) In the event a notice of claim to Aria Infotek results in the extension of the Restriction Period beyond the date which is two years after the Closing Date (the "Second Anniversary"), (i) Aria Infotek shall, within 60 days following the Second Anniversary, be entitled to irrevocably and unconditionally surrender for cancellation and destruction Restricted Notes outstanding on the date of such surrender, (together with all rights and entitlements thereunder or relating thereto), in an aggregate principal amount no greater than the amount (if any) by which the aggregate amount of Restricted Notes unless outstanding at such restrictions time, exceeds two-hundred percent (200%) of the aggregate of all amounts then being claimed by Purchaser against Aria Infotek under any and all Transaction Documents (such excess, the "Excess Claim Amount"), being Restricted Notes 25 <PAGE> having the latest stated maturities of all Restricted Notes; and (ii) Purchaser shall contemporaneously with such surrender issue one or more Promissory Notes having an aggregate principal amount equal to the Excess Claim Amount, with each such Promissory Note, having a principle amount equal to, and a stated maturity the same as, a Restricted Note (or part thereof) so surrendered. (e) If, on transfer are eliminated the date the Restriction Period expires, the aggregate principal amount of all of the Restricted Notes outstanding on such date exceeds the sum of all Eligible Amounts then owing or due or otherwise waived by written consent payable to Purchaser (such excess, the "Excess Security Amount"), (i) Aria Infotek shall, within 60 days of the Issuerexpiration of the Restriction Period, be entitled to irrevocably and unconditionally surrender for cancellation and destruction Restricted Notes outstanding on such date, (together with all rights and entitlements thereunder or relating thereto), in an aggregate principal amount no greater than the Excess Security Amount, being Restricted Notes having the latest stated maturities of all Restricted Notes; and (ii) Purchaser shall contemporaneously with such surrender issue one or more Promissory Notes having an aggregate principal amount equal to the Excess Security Amount, with each such Promissory Note, having a principal amount equal to, and each Holder a stated maturity the same as, a Restricted Note (or part thereof) so surrendered. (f) To the extent Purchaser gives Aria Infotek notice of any set-off or deduction of any Eligible Amount under this Agreement, Aria Infotek shall within 5 Business Days thereof irrevocably and unconditionally surrender for cancellation and destruction to Purchaser, any and all Restricted Notes against which such set-off or deduction has been made, provided however to the extent any such set-off or deduction is made 26 <PAGE> against less than the full principal amount of a Restricted Note, by such Holder’s acceptance Purchaser shall issue a replacement Restricted Note for the portion of such Restricted Note, will be deemed to be bound by principal amount not so set-off with the restrictions on transfer applicable to same maturity as such Restricted Note. (iig) Until the Resale Restriction Termination Date, All reasonable costs and expenses relating to any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) issued under this Indenture, if any, will bear the Restricted Notes Legend unless: (A) such Note, since last held for Promissory Notes as provided in this Section 3.5 shall be paid exclusively by the Issuer or the Guarantor or an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; (B) such Note was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with, if applicableAria Infotek. (iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Trustee. (iv) Any Note that is repurchased or owned by any affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) may not be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such note no longer being a “restricted security” (as defined in Rule 144 under the Securities Act). (v) On and after the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (iEach Note that bears or is required under this Section 1.4(a) Every Note of Appendix A to bear the legend set forth in this Section 1.4(a) of Appendix A (and all securities issued in exchange therefor or substitution thereof, except any Ordinary Shares shares of Common Stock issued upon exchange thereof, to which conversion thereof ) (the provisions of Section 3.06(b)(ii) below shall apply) that bears, or that is required under this Section 3.06 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note Notes”) will be subject to the restrictions on transfer set forth in this Indenture Section 1.4(a) of Appendix A (including in the Restricted Notes Legend) and and, if the Company so elects, will bear a the restricted CUSIP number for the Notes unless such restrictions on transfer are eliminated or otherwise waived by written consent of the IssuerCompany, 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. (ii) Until the Resale Restriction Termination Date, any . Each Restricted Note shall bear a legend (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) issued under this Indenture, if any, will bear the “Restricted Notes Legend unless: Legend”) in substantially the following form unless otherwise agreed by the Company in writing, with notice thereof to the Trustee: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) such NoteTO THE COMPANY OR ANY SUBSIDIARY THEREOF, since last held by the Issuer or the Guarantor or an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; (B) such Note was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied withPURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, if applicableTHE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Trustee. (iv) Any Note that is repurchased or owned by any affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) may not be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such note no longer being a “restricted security” (as defined in Rule 144 under the Securities Act). (v) On and after the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.

Restricted Notes. (a) Notwithstanding the other provisions of this Agreement, the Notes issued to Aria Infotek in an aggregate principal amount of US$10,000,000 shall constitute restricted notes (the "Restricted Notes"). The Restricted Notes shall comprise US$3,454,545.45 of the Notes issued to Aria Infotek having a stated maturity date of the Fifth Repayment Date, US$3,454,545.45 of the Notes issued to Aria Infotek having a stated maturity date of the Sixth Repayment Date and US$3,090,909.10 of the Notes issued to Aria Infotek having a stated maturity date of the Seventh Repayment Date. Until the expiration of the Restriction Period, (i) Every Note Aria Infotek shall not sell, transfer, pledge, charge, hypothecate, Encumber or otherwise dispose of any Restricted Notes and (ii) Purchaser shall be entitled to set-off and deduct from any and all securities issued in exchange therefor principal or substitution thereof, except any Ordinary Shares issued upon exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) that bears, other amounts owing or that is required due under this Section 3.06 to bear, the Restricted Notes Legend will all or any amount owing, due or otherwise payable by Aria Infotek to Purchaser under any Transaction Document or otherwise, as evidenced by (A) a written instrument executed by and between Purchaser end Aria Infotek; (B) in the event Aria Infotek participates in or assumes the defense of a third-party claim pursuant to Section 9.4 of this Agreement, the full amount for which the Company, any of its Subsidiaries or the Indemnified Party is or becomes liable as finally determined in any Proceeding or any compromise or settlement relating to such third-party claim or (C) a final arbitral award (such amounts which Purchaser shall be so entitled to set-off or deduct, are individually and collectively referred to herein as "Eligible Amounts"). The Restricted Notes shall be deemed to be a “Restricted Note.” Each Restricted Note will be subject satisfied, paid and forever discharged to the restrictions on transfer set forth extent Purchaser sets-off or deducts any Eligible Amounts against such Restricted Notes. Neither the exercise nor the failure to exercise a right of set-off or deduction shall constitute an election of remedies or limit Purchaser in this Indenture (including any manner in the enforcement of other remedies that may be available to it, whether at law or in equity. If exercised, such right of set-off shall be applied to the payment next due under the Restricted Notes Legendafter such right of set-off is asserted, and, to the extent necessary to satisfy such right of set-off, to subsequent Restricted Notes, in the chronological order in which such Restricted Notes mature and become due. (b) During the Restriction Period no payment shall he required to be made by Purchaser under the Restricted Notes and will bear Purchaser may withhold and shall not be required to pay any and all principal and other amounts which (but for Purchaser's rights under this Agreement) would otherwise have been payable under the Restricted Notes ("Withheld Amounts"). (c) On or before the date 10 Business Days following expiration of the Restriction Period (such 10th Business Day, the "Remaining Withheld Amount Payment Date"), to the extent that there exists any Withheld Amounts under a restricted CUSIP number Restricted Note against which Purchaser has not set-off or deducted any Eligible Amounts hereunder (a "Remaining Withheld Amount), Purchaser shall pay to Aria Infotek, interest on such Remaining Withheld Amount from the stated maturity date of such Restricted Note through the earlier of (x) the date of payment of such interest; and (y) the Remaining Withheld Amount Payment Date, at the rate of 5.0% per annum, compounded annually. To the extent any such interest has not been paid on or before the Remaining Withheld Amount Payment Date (the "Unpaid Interest"), Purchaser shall pay to Aria Infotek interest on the Unpaid Interest from the Remaining Withheld Amount Payment Date through the date of payment of the Unpaid Interest at the rate of 10.5% per annum, compounded annually. (d) In the event a notice of claim to Aria Infotek results in the extension of the Restriction Period beyond the date which is two years after the Closing Date (the "Second Anniversary"), (i) Aria Infotek shall, within 60 days following the Second Anniversary, be entitled to irrevocably and unconditionally surrender for cancellation and destruction Restricted Notes outstanding on the date of such surrender, (together with all rights and entitlements thereunder or relating thereto), in an aggregate principal amount no greater than the amount (if any) by which the aggregate amount of Restricted Notes unless outstanding at such restrictions time, exceeds two-hundred percent (200%) of the aggregate of all amounts then being claimed by Purchaser against Aria Infotek under any and all Transaction Documents (such excess, the "Excess Claim Amount"), being Restricted Notes having the latest stated maturities of all Restricted Notes; and (ii) Purchaser shall contemporaneously with such surrender issue one or more Promissory Notes having an aggregate principal amount equal to the Excess Claim Amount, with each such Promissory Note, having a principle amount equal to, and a stated maturity the same as, a Restricted Note (or part thereof) so surrendered. (e) If, on transfer are eliminated the date the Restriction Period expires, the aggregate principal amount of all of the Restricted Notes outstanding on such date exceeds the sum of all Eligible Amounts then owing or due or otherwise waived by written consent payable to Purchaser (such excess, the "Excess Security Amount"), (i) Aria Infotek shall, within 60 days of the Issuerexpiration of the Restriction Period, be entitled to irrevocably and unconditionally surrender for cancellation and destruction Restricted Notes outstanding on such date, (together with all rights and entitlements thereunder or relating thereto), in an aggregate principal amount no greater than the Excess Security Amount, being Restricted Notes having the latest stated maturities of all Restricted Notes; and (ii) Purchaser shall contemporaneously with such surrender issue one or more Promissory Notes having an aggregate principal amount equal to the Excess Security Amount, with each such Promissory Note, having a principal amount equal to, and each Holder a stated maturity the same as, a Restricted Note (or part thereof) so surrendered. (f) To the extent Purchaser gives Aria Infotek notice of any set-off or deduction of any Eligible Amount under this Agreement, Aria Infotek shall within 5 Business Days thereof irrevocably and unconditionally surrender for cancellation and destruction to Purchaser, any and all Restricted Notes against which such set-off or deduction has been made, provided however to the extent any such set-off or deduction is made against less than the full principal amount of a Restricted Note, by such Holder’s acceptance Purchaser shall issue a replacement Restricted Note for the portion of such Restricted Note, will be deemed to be bound by principal amount not so set-off with the restrictions on transfer applicable to same maturity as such Restricted Note. (iig) Until the Resale Restriction Termination Date, All reasonable costs and expenses relating to any Restricted Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof, to which the provisions of Section 3.06(b)(ii) below shall apply) issued under this Indenture, if any, will bear the Restricted Notes Legend unless: (A) such Note, since last held for Promissory Notes as provided in this Section 3.5 shall be paid exclusively by the Issuer or the Guarantor or an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; (B) such Note was transferred (1) to a Person other than (x) the Issuer or the Guarantor or (y) an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) or a Person that was an affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or (C) the Issuer delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with, if applicableAria Infotek. (iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar prior to the Resale Restriction Termination Date unless the transferring Holder delivers the form of assignment set forth on the Restricted Note, with the appropriate box checked, to the Trustee. (iv) Any Note that is repurchased or owned by any affiliate of the Issuer or the Guarantor (within the meaning of Rule 144) may not be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such note no longer being a “restricted security” (as defined in Rule 144 under the Securities Act). (v) On and after the Resale Restriction Termination Date, any Note (or any security issued in exchange therefor or substitution thereof, except any Ordinary Shares issued upon the exchange thereof) will bear the Restricted Notes Legend at any time the Issuer reasonably determinates that, to comply with law, such Note (or such securities issued in exchange for or substitution of a Note) must bear the Restricted Notes Legend.