Common use of Securities Act Legend Clause in Contracts

Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing a Securities Act Legend, the Registrar shall deliver only Notes that bear the same Securities Act Legend unless (i) the requested transfer, exchange or replacement is after the time period referred to in Rule 144 under the Securities Act as in effect with respect to such transfer, exchange or replacement and the transferee is not an Affiliate of the Issuer and has not been an Affiliate for three months prior to such transfer, (ii) is made in connection with a transfer under sub-clause (i) of Section 2.08(c) above occurring after the expiration of the Restricted Period or under Section 2.08(d) or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Upon the registration of transfer, exchange or replacement of Notes not bearing a Securities Act Legend, the Registrar shall deliver Notes that do not bear a Securities Act Legend.

Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing a the Securities Act Legend, the Registrar shall deliver only Notes that bear the same Securities Act Legend unless (i) the requested transfer, exchange or replacement (i) is after the time period referred to in Rule 144 144(k) under the Securities Act as in effect with respect to such transfer, exchange or replacement and the transferee is not an Affiliate of the Issuer and has not been an Affiliate for three months prior to such transferreplacement, (ii) is made upon and following the expiration of the Distribution Compliance Period or in connection with a transfer under sub-clause (i) of Section 2.08(c2.07(c) above occurring after the expiration of the Restricted Distribution Compliance Period or under Section 2.08(d) or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Upon the registration of transfer, exchange or replacement of Notes not bearing a the Securities Act Legend, the Registrar shall deliver Notes that do not bear a the Securities Act Legend.