Common use of Transfer Restriction; Revocation Clause in Contracts

Transfer Restriction; Revocation. If the Rights Offering is an 1145 Rights Offering: • The Subscription Rights will not be detachable or transferable separately from HoldCo Notes or HoldCo Equity Interests, as applicable. If any Subscription Rights are transferred by an Eligible Holder in contravention of the foregoing, the Subscription Rights will be cancelled, and neither such Eligible Holder nor the purported transferee will receive any Rights Offering Shares otherwise purchasable on account of such transferred Subscription Rights; • The Subscription Rights together with the underlying HoldCo Notes or HoldCo Equity Interests with respect to which such Subscription Rights were issued, will trade together as a unit, subject to such limitations, if any, that would be applicable to the transferability of the underlying HoldCo Notes or HoldCo Equity Interests; and • Once an Eligible Holder has properly exercised its Subscription Rights, subject to the terms and conditions contained in these Rights Offering Procedures and the Backstop Agreement in the case of any Commitment Party, such exercise will be irrevocable. Moreover, following the exercise of any Subscription Rights, the holder thereof shall be prohibited from transferring or assigning the HoldCo Notes or the HoldCo Equity Interests, as applicable, corresponding to such Subscription Rights until the earlier of (i) termination of the Rights Offering and (ii) the revocation of exercise of the Rights to the extent permitted by these Rights Offering Procedures. If the Rights Offering is a Registered Rights Offering: • the Subscription Rights will immediately be detachable from the HoldCo Notes or the HoldCo Equity Interests with respect to which they were distributed, as applicable, and trade separately from any such claims or interests, and nothing in these Rights Offering Procedures should limit the separate transferability of HoldCo Notes or HoldCo Equity Interests.