THE OTHER NOTES Sample Clauses

THE OTHER NOTES. On the Second Closing Date, subject to Section 3(c), the Company will issue to the Other Investors certain notes (the “Other Notes”) of US$100,000 principal amount each, representing an aggregate principal amount equal to no more than 25% of the Note Purchase Amount, with respect to which the Other Investors have exercised their Prior ROFR in the aggregate (the “Other Note Purchase Amount”). The Other Notes will be issued pursuant to the provisions of a separate indenture between the Company and the Trustee (the “Other Indenture”) and will be offered and sold in the United States to certain accredited investors (“AIs”) as defined in Rule 501(a) under the Securities Act in a manner exempt from the registration requirements of the Securities Act. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Other Notes and the Conversion Shares into which the Other Notes are convertible (the “Other Conversion Shares”) shall bear the legends relating to the offer and the sale of such securities as required by (i) Regulation D under the Act or (ii) any other applicable laws or regulations relating to the issuance of such securities. The Other Notes sold in the United States to certain AIs will be constituted by private placement definitive certificates, substantially in the form to be set out in an exhibit to the Other Indenture. The Other Notes and the Other Indenture will have terms and conditions that are identical to those of the Notes and the Indenture, respectively, except for the transfer restrictions and related provisions required for the Other Notes to be in compliance with the Act.