Transfers of Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:
Transfers of Regulation S Notes. (1) During the Restricted Period, a Regulation S Note or a beneficial interest therein may be transferred to a person who takes delivery in the form of an interest in the Rule 144A Global Note only if such transfer is made pursuant to Rule 144A and the transferor first delivers to the Trustee a certificate substantially in the form set forth in Section 2.9 that such transfer is being made to a person who the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “Note to Investors” in the Offering Memorandum and in accordance with all applicable securities laws of the states of the United States and other jurisdictions; and
Transfers of Regulation S Notes. If a holder of a beneficial interest in a Regulation S Note wishes at any time to transfer its interest in such Regulation S Note to a Person who wishes to take delivery thereof, such holder may transfer or cause the transfer of such interest for an equivalent beneficial interest in one Regulation S Note, as provided below. Upon receipt by the Issuer and the Indenture Trustee, as Note Registrar, of (A) such holder’s Regulation S Note properly endorsed for assignment to the transferee, (B) a certification of the transferor that the transfer is being made pursuant to Regulation S, then the Indenture Trustee, as Note Registrar, shall cancel such Regulation S Note, record the transfer in the Note Register and authenticate and deliver one or more Regulation S Notes bearing the same designation as the Regulation S Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in a principal amount to the interest in the Regulation S Note surrendered by the transferor.
Transfers of Regulation S Notes. The following provisions shall apply with respect to any pro- posed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (2) a transfer of a Regulation S Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Sec- tion 2.8 or Section 2.10, respectively, from the proposed transferee and the delivery of an Opinion of Coun- sel, certification and/or other information satisfactory to the Company; and (3) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in
Transfers of Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Regulation S Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) a transfer of a Regulation S Note or a beneficial interest therein to a non U.S. Person shall be made upon receipt by the Registrar of a certificate substantially in the
Transfers of Regulation S Notes. The following provisions shall apply with respect to any pro-posed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has re-ceived such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (2) [reserved]; and (3) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Exhibit D hereof from the proposed transferee and receipt by the Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in ac-cordance with applicable law without requiring the certification set forth in Exhibit D or any additional certification. (d)
