Common use of Restrictions on Transfer of Regulation S Note Clause in Contracts

Restrictions on Transfer of Regulation S Note. (i) During the Distribution Compliance Period, beneficial ownership interests in the Regulation S Note may only be sold, pledged or transferred through CDS in accordance with the Applicable Procedures and only (1) to the Company or any of its subsidiaries; (2) under a registration statement that has been declared effective under the Securities Act; (3) to a person whom the selling holder reasonably believes is a QIB that is purchasing for its own account or for the account of another QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A; (4) outside the United States to non-U.S. persons in a transaction meeting the requirements of Regulation S under the Securities Act; or (5) pursuant to any other available exception from the registration requirements of the Securities Act; provided that, in the case of a sale, pledge or transfer pursuant to subclauses (2), (3), (4) or (5) of this paragraph, such sale, pledge or transfer shall also be made in accordance with all applicable securities laws of Canada and other jurisdictions.