Transfer Restricted Notes

Transfer Restricted Notes. Means each Note upon original issuance thereof and at all times subsequent thereto, each Private Exchange Note as to which Section 3(a)(iii) or Section 3(a)(iv) applies upon original issuance and at all times subsequent thereto, until in the case of any such Note or Exchange Note, as the case may be, the earliest to occur of (i) the date on which such Note has been exchanged by a person other than a Participating Broker-Dealer for an Exchange Note (other than with respect to an Exchange Note as... to which Section 3(a)(iii) or Section 3(a)(iv) apply), (ii) with respect to Exchange Notes received by Participating Broker-Dealers in the Registered Exchange Offer, the date on which such Exchange Note has been sold by such Participating Broker-Dealer by means of the Prospectus contained in the Exchange Offer Registration Statement, (iii) a Shelf Registration Statement covering such Note or Exchange Note, as the case may be, has been declared effective by the Commission and such Note or Exchange Note, as the case may be, has been disposed of in accordance with such effective Shelf Registration Statement, (iv) the date on which such Note or Exchange Note, as the case may be, can be sold without any limitations under clauses (c), (e), (f) or (h) of Rule 144 under the Act or any similar rule that may be adopted by the Commission, (v) the date on which such Note or Exchange Note is transferred to the public pursuant to Rule 144 under the Act or (vi) such Note or Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture. View More

Transfer Restricted Notes. Shall mean the Notes; provided, however, that the Notes shall cease to be Transfer Restricted Notes on the earliest to occur of (i) the date on which a Registration Statement with respect to such Notes has become effective under the 1933 Act and such Notes have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Notes cease to be outstanding under the Indenture or (iii) the date on which such Notes are Freely Tradable.

Transfer Restricted Notes. Shall mean each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the 1933 Act, (b) the date on which such Initial Note has been effectively registered under the 1933 Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Note is... distributed to the public by a broker-dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) the date on which such Initial Note ceases to be outstanding under the Indenture. View More

Transfer Restricted Notes. Each New Note, until the earliest to occur of (a) the date on which such New Note is exchanged in the Series B Exchange Offer for a Series B Note and such Series B Note is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such New Note has been disposed of in accordance with a Shelf Registration Statement, or (c) the date on which such New Note is distributed to the public without volume or... manner of sale restrictions pursuant to Rule 144 under the Act. View More

Transfer Restricted Notes. Shall mean the Notes and, if issued, the Private Exchange Notes; provided, however, that Notes and, if issued, the Private Exchange Notes, shall -4- cease to be Transfer Restricted Notes when (i) such Transfer Restricted Note has been exchanged by a person (other than a Participating Broker-Dealer) for an Exchange Note in the Exchange Offer, (ii) following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Transfer Restricted Note for an Exchange Note, the... date on which such Exchange Note is sold to a purchaser who received from such Participating Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) such Transfer Restricted Note has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement, (iv) such Transfer Restricted Note is eligible for distribution to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act, or (v) such Transfer Restricted Note ceases to be outstanding. View More

Transfer Restricted Notes. Shall mean each Security, if issued; provided, however, that each Security shall cease to be a Transfer Restricted Security when (i) with respect to a Security only, such Security has been exchanged by a person other than a Participating Broker-Dealer in the Exchange Offer for an Exchange Note or, provided the Holder thereof received timely and proper notice of the Exchange Offer, was entitled to be exchanged by such person in the Exchange Offer by such person, but was not properly -4- ... tendered into, or was withdrawn from, the Exchange Offer, (ii) with respect to a Security only, following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Security for an Exchange Note, such Exchange Note is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) such Security is distributed to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (v) such Security shall have been otherwise transferred by the holder thereof and a new security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such new security shall not require registration or qualification under the Securities Act or any similar state law then in force, or (vi) such Security ceases to be outstanding. View More

Transfer Restricted Notes. Means each Note until (i) the date on which such has been exchanged by a person other than a broker-dealer for an Exchange Note in the Exchange Offer, (ii) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such... Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Note is distributed to the public pursuant to Rule 144(k) under the Securities Act (or any similar provision then in force, but not Rule 144A under the Securities Act), (v) such Note shall have been otherwise transferred by the holder thereof and a new Note not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such Note shall not require registration or qualification under the Securities Act or any similar state law then in force or (vi) such Note ceases to be outstanding. View More

Transfer Restricted Notes. Each outstanding Note until: (i) in the case of a Holder who was entitled to participate in the Registered Exchange Offer, an Exchange Offer Registration Statement with respect to such Note shall have been declared effective under the 1933 Act and either (a) such Note shall have been exchanged by a Person other than a broker-dealer for an Exchange Note in the Registered Exchange Offer or (b) the Registered Exchange Offer shall have been consummated and such Note was not tendered by the Holder... thereof in the Registered Exchange Offer; (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such Note has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date that is two years after the date of this Agreement View More

Transfer Restricted Notes. Each Note, until the earliest to occur of (a) the date on which such Note has been exchanged by a person other than a Broker-Dealer for a New Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Note for a New Note, the date on which such New Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the date on which... such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (d) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144 under the Securities Act. View More

Transfer Restricted Notes. Each Series of Notes; provided, however, that any Series of Notes shall cease to be Transfer Restricted Notes on the earliest to occur of (i) the date on which a Registration Statement with respect to such Series of Notes has become effective under the 1933 Act and all Notes of that Series have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Series of Notes ceases to be outstanding under the Indenture and (iii) the date on which such Series of... Notes is distributed to the public by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) View More