Common use of Transfer or Exchange of Beneficial Interests for Definitive Notes Clause in Contracts

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order from a Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h) hereof, and the Company shall execute and, upon receipt of an authentication order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section 1145 ("SECTION 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a Restricted Global Note shall, in each case, unless otherwise permitted under Section 2.3(f), bear the Transfer Restriction Legend and shall be subject to all restrictions on transfer contained therein.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order from a Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a the Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f2.06(f) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h2.06(h) hereof, and the Company shall execute and, upon receipt of an authentication order Authentication Order pursuant to Section 2.22.02, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an the Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section [sec] 1145 ("SECTION Section 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a the Restricted Global Note shall, in each case, unless otherwise permitted under Section 2.3(f2.06(f), bear the Transfer Restriction Legend and shall be subject to all restrictions on transfer contained therein.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order from a Participant given to the Depository Depositary in accordance with the Applicable Procedures directing the Depository Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a the Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f2.06(f) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h2.06(h) hereof, and the Company shall execute and, upon receipt of an authentication order Authentication Order pursuant to Section 2.22.02, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository Depositary and the Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an the Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section 1145 ("SECTION 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a the Restricted Global Note shall, in each case, unless otherwise permitted under Section 2.3(f2.06(f), bear the Transfer Restriction Legend and shall be subject to all restrictions on transfer contained therein.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery then the transferor of such beneficial interest must deliver to the Registrar of (A) a written order from a Participant or an Indirect Participant given to the Depository Depositary in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to customary procedures containing information regarding the beneficial interest to be so exchanged or transferred or exchanged, and (B) instructions given by the Depository to recipient of the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a Restricted Global Note, . Upon satisfaction of the conditions set forth in Section 2.3(f) hereofthis (c)Section 2.02(c), the Trustee shall will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h2.02(g) hereof, and the Company shall will execute and, upon receipt of an authentication order pursuant to Section 2.2, and the Trustee shall will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c2.02(c) shall will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct requests through instructions to the Registrar from or through instructions from the Depository Depositary and the Participant or Indirect Participant. The Trustee shall will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within Notwithstanding the meaning of 11 U.S.C. Section 1145 ("SECTION 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and foregoing, any Definitive Note issued upon exchange or transfer of a beneficial interest in a Restricted Global Note shall, in each case, unless otherwise for a Definitive Note contemplated by this Section 2.02(c) shall only be permitted under Section 2.3(f), bear if (i) the Transfer Restriction Legend Company determines at any time that the Notes shall no longer be represented by Global Notes and shall be subject inform such Depositary of such determination or (ii) such exchange or transfer is made upon request by or on behalf of at least 25% of the Beneficial Owners seeking to all restrictions on transfer contained thereinexercise or enforce their rights under the Securities during the continuance of an Event of Default.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order from a Participant given to the Depository Depositary in accordance with the Applicable Procedures directing the Depository Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a the Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f2.06(f) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h2.06(h) hereof, and the Company shall execute and, upon receipt of an authentication order Authentication Order pursuant to Section 2.22.02, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository Depositary and the Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an the Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section (S) 1145 ("SECTION Section 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a the Restricted Global Note shall, in each case, unless otherwise permitted under Section 2.3(f2.06(f), bear the Transfer Restriction Legend and shall be subject to all restrictions on transfer contained therein.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon (i) delivery to the Registrar of (A) a written order from a Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h) hereof, and the Company shall execute and, upon receipt of an authentication order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section 1145 ("SECTION 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a Restricted Global Note shallmay, in each case, unless otherwise permitted under Section 2.3(f), bear the Transfer Restriction Legend and and, in any event, shall be subject to all applicable restrictions on transfer contained thereintransfer.

Transfer or Exchange of Beneficial Interests for Definitive Notes. If any A holder of a beneficial interest in a Global Note proposes to may exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive NoteNote only upon the occurrence of the events described in Section 2.01(d)(ii), then, upon in which event such owner of such beneficial interest shall instruct the Depositary (ior shall cause the appropriate Participant to direct the Depositary) delivery to the Registrar of (A) a written order from a Participant given to the Depository in accordance with the Applicable Procedures directing to instruct the Depository Trustee to cause reduce the aggregate principal amount of the Global Note by the applicable amount of such exchange or transfer and to be issued issue in exchange therefore a Definitive Note or Notes in an such aggregate amount equal and registered as provided in such instruction; and upon the Trustee’s receipt of such instruction from the Depositary (or from the applicable Participant or beneficial owner pursuant to the beneficial interest to be transferred or exchanged, and (B) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect such transfer or exchange, and (ii) if the beneficial interest being transferred or exchanged is a beneficial interest in a Restricted Global Note, satisfaction of the conditions set forth in Section 2.3(f) hereofDepositary’s proxy procedures), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.3(h2.06(g) hereof, and the Company shall execute and, upon receipt of an authentication order pursuant to Section 2.2, and the Trustee shall authenticate and deliver deliver, in both cases in accordance with Section 2.02 hereof, to the Person designated in the instructions such instruction a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.3(c2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository Depositary and the Participant or Indirect Participant. The Trustee shall mail or deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued upon exchange or transfer of a beneficial interest in an Unrestricted Global Note that is issued to a Person that may be deemed to be an "underwriter" within the meaning of 11 U.S.C. Section 1145 ("SECTION 1145") or an "affiliate" or a "control person" within the meaning of the Securities Act and any Definitive Note issued upon exchange or transfer of a beneficial interest in a Restricted Global Note shall, in each case, unless otherwise permitted under Section 2.3(f), bear the Transfer Restriction Legend and shall be subject to all restrictions on transfer contained therein.