Example Definitions of "Transfer Restricted Securities"
Transfer Restricted Securities. The Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which such Securities have 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 Security 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 Securities have been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Securities are distributed to the public pursuant to Rule 144 under the 1933 ActView More
Transfer Restricted Securities. The Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which such Securities have been exchanged by a Person other than a broker-dealer Participating Broker-Dealer for an Exchange Note in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer Participating Broker-Dealer in the Registered... Exchange Offer of a Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer Participating Broker-Dealer on or prior to the date of such sale a copy of the prospectus Prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Securities have been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Securities are distributed to the public pursuant to Rule 144 under the 1933 Act Act. Anything herein to the contrary notwithstanding, in any case where a Participating Broker-Dealer receives an Exchange Note in the Registered Exchange Offer, such Exchange Note shall be considered a Transfer Restricted Security until such time as it ceases to be a Transfer Restricted Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence View More
Transfer Restricted Securities. The Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Transfer Restricted Securities on Each Note, until the earliest to occur of (i) (a) the date on which such Securities have Note has been exchanged by a Person person other than a broker-dealer Broker-Dealer for an Exchange Note Notes in the Exchange Offer, (ii) (b) following the exchange by a broker-dealer Broker-Dealer in the... Exchange Offer of a Security such Note for an one or more Exchange Note, Notes, the date on which such Exchange Note is Notes are sold to a purchaser who receives from such broker-dealer Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) (c) the date on which such Securities Notes have been effectively registered under the 1933 Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) (d) the date on which such Securities Notes are eligible to be distributed to the public pursuant to Rule 144 144(k) under the 1933 Act Securities Act. View More
Transfer Restricted Securities. The Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which such Securities have been exchanged by a Person other than a broker-dealer Participating Broker-Dealer for an Exchange Note in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer Participating Broker-Dealer in the Registered... Exchange Offer of a Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer Participating Broker-Dealer on or prior to the date of such sale a copy of the prospectus Prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Securities have been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Securities are distributed to the public pursuant to Rule 144 under the 1933 Act Act. Anything herein to the contrary notwithstanding, in any case where a Participating Broker-Dealer receives an Exchange Note in the Registered Exchange Offers, such Exchange Note shall be considered a Transfer Restricted Security until such time as it ceases to be a Transfer Restricted Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence View More
Transfer Restricted Securities. Each Note and each share of Common Stock issued upon conversion of Notes until the earlier of: (i) the date on which such Note or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (ii) the date on which such Note or such share of Common Stock issued upon conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a... person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or (iii) the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).View More
Transfer Restricted Securities. Each Note and each share of Common Stock issued upon conversion of Notes until the earlier of: (i) the date on which such Note or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (ii) the date on which such Note or such share of Common Stock issued upon conversion (y) is transferred in compliance with Rule 144 under the Securities Act Act, or (z) may be sold or... transferred by a person who is not an affiliate of the Company pursuant to Rule 144 144(k) under the Securities Act (or any other similar provision then in force) without any volume or manner force); provided, that with respect to the condition set forth in (z) above, the Issuer shall have notified the Holder of sale restrictions thereunder; its willingness to remove the restricted securities legends placed on such securities as required by the terms of the Indenture upon the request of the Holder; or (iii) the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). View More
Transfer Restricted Securities. Each Note (and the Subsidiary Guarantees thereof) and each share of Common Stock issued upon conversion of Notes until the earlier of: (i) the date on which the offer and sale of such Note or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and such Note or such share of Common Stock have been disposed of in accordance with the Shelf Registration Statement; (ii) the date on which such Note or such share of Common Stock issued upon... conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company transferable pursuant to paragraph (k) of Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or force); (iii) the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). otherwise); or (iv) the date on which such Note or such share of Common Stock has otherwise been transferred and a new Note or share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company in accordance with the terms and conditions of the Indenture. View More
Transfer Restricted Securities. Each Note Debenture and each share of Common Stock issued upon conversion of Notes Debentures until the earlier of: (i) the date on which such Note Debenture or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (ii) the date on which such Note Debenture or such share of Common Stock issued upon conversion is transferred in compliance with Rule 144 under the Securities... Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or (iii) the date on which such Note Debenture or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). View More
Transfer Restricted Securities. Each of the Notes and each of the shares of Common Stock or New Securities issued upon conversion of Notes until the earliest of, in the case of any such Notes or share(s) of Common Stock or New Securities: (i) the date on which such Notes or such shares of Common Stock or New Securities issued upon conversion thereof has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (ii) the date on which such Notes or such shares of... Common Stock or New Securities issued upon conversion thereof is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or (iii) the date on which such Notes or such shares of Common Stock or New Securities issued upon conversion ceases to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).View More
Transfer Restricted Securities. Each of the Notes Securities and each of the shares of Common Stock or New Securities issued upon conversion of Notes Debentures until the earliest of, in the case of any such Notes Securities or share(s) of Common Stock or New Securities: (i) the date on which holders of such Notes Securities or such shares of Common Stock or New Securities issued upon conversion thereof may sell or transfer all such securities immediately without restriction (including without volume or manner of sale or... filing restrictions) pursuant to Rule 144(k) under the Securities Act (or any other similar provision then in force); (ii) the date on which such Securities or such shares of Common Stock or New Securities issued upon conversion thereof has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (ii) Statement and sold pursuant thereto; or (iii) the date on which when all such Notes Securities or such shares of Common Stock or New Securities issued upon conversion thereof is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or (iii) the date on which such Notes or such shares of Common Stock or New Securities issued upon conversion ceases have ceased to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). View More
Transfer Restricted Securities. The Securities; provided that the Securities shall cease to be Transfer Restricted Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are distributed to the public pursuant to Rule 144 under the Securities Act or are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in... force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstandingView More
Transfer Restricted Securities. The Securities; provided that the such Securities shall cease to be Transfer Restricted Securities (i) when such Securities cease to be outstanding or (ii) when a Registration Statement with respect to such Securities has been declared become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are distributed to the public pursuant to Rule 144 under the Securities Act or are eligible to be... sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding Statement View More
Transfer Restricted Securities. Each outstanding Security until: (i) when, 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 Security shall have been declared effective under the 1933 Act and either (a) such Security shall have been exchanged by a Person other than a broker-dealer for an Exchange Security in the Registered Exchange Offer or (b) the Registered Exchange Offer shall have been consummated and such Security 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 Security for an Exchange Security, the date on which such Exchange Security 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 Security has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the earlier of the date (A) on which such Security has been sold pursuant to Rule 144 under the 1933 Act under the circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is entitled to be removed by the Company or pursuant to the Indenture or (B) that is two years after the Closing DateView More
Transfer Restricted Securities. Each outstanding Security until: (i) when, when 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 Security shall have been declared effective under the 1933 Act and either (a) such Security shall have been exchanged by a Person other than a broker-dealer for an Exchange Security in the Registered Exchange Offer or (b) the Registered Exchange Offer shall have been consummated and such Security... 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 Security for an Exchange Security, the date on which such Exchange Security 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 Security has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the earlier of the date (A) on which such Security has been sold pursuant to Rule 144 under the 1933 Act under the circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is entitled to be removed by the Company or pursuant to the Indenture or (B) that is two years after the Closing Date date of this Agreement View More
Transfer Restricted Securities. Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Note is distributed to the... public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) under the Securities Act and (d) the date on which such Initial Note is distributed by a Broker-Dealer pursuant to the "Plan of Distribution" (or similar provision) section contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).View More
Transfer Restricted Securities. The Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Transfer Restricted Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule 144 (or any similar... provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding, (iv) the Exchange Offer is consummated (except in the case of Securities purchased from the Issuer and continued to be held by the Initial Purchasers) or (v) two years shall have elapsed since the date of this AgreementView More
Transfer Restricted Securities. Shall mean each share of Preferred Stock (or the shares of Common Stock into which such share of Preferred Stock is convertible) until (i) the date on which such security or its predecessor has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (ii) the date on which such security or predecessor is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the... Securities Act.View More
Transfer Restricted Securities. Each Security and each share of Common Stock issuable upon conversion thereof (and any security issued with respect thereto upon any stock dividend, split or similar event) until the earliest of the date on which such Security or share of Common Stock, or any security issued with respect thereto upon any stock dividend, split or similar event, as the case may be, (i) has been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Security or share... of Common Stock which has been filed with the SEC pursuant to the Act, in either case after such registration statement has become effective and while such registration statement is effective under the Act, (ii) has been transferred pursuant to Rule 144 (or any similar provision then in force), (iii) may be sold or transferred pursuant to Rule 144(k) (or any successor provision promulgated by the SEC) or (iv) the date on which such Security or Common Stock ceases to be outstandingView More
Transfer Restricted Securities. Each Security and New Security until, (i) in the case of any Security exchanged by a person other than a Broker-Dealer for a freely transferable New Security in the Registered Exchange Offer, the date on which such Security is exchanged, (ii) in the case of any New Security held by a Broker-Dealer, following the exchange by such Broker-Dealer in the Registered Exchange Offer of a Security for such New Security, the date on which such New Security 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) in the case of any Security or New Security that has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, the date of such disposition, or (iv) in the case of any Security or New Security that is distributed to the public pursuant to Rule 144 under the Act or is saleable pursuant to Rule 144(k) under the Act, the date on which such Security or New Security is distributed or is saleable, as the case may beView More