Transfer Restricted Securities

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. Shall mean The Securities and, if issued, the Private Exchange Securities; until provided, however, that Securities and, if issued, the earlier of: (1) Private Exchange Securities, shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which such Security has Securities have been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (2) 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; (3) Statement, (iii) the date on which such Security has Securities have been effectively registered under the Securities 1933 Act and disposed of in accordance with the Shelf Registration Statement; Statement or (4) (iv) the date on which such Security is Securities are distributed to the public pursuant to Rule 144 under the Securities Act. 1933 Act View More

Transfer Restricted Securities. Shall mean the Securities; until provided that a Security shall cease to be a Transfer Restricted Security on the earlier of: (1) earliest to occur of (i) the date on which such Security has been exchanged by a Person other than a broker-dealer for an Exchange Note Security in the Exchange Offer; (2) (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Note, Security, the date on which such Exchange Note 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 Prospectus contained in the Exchange Offer Registration Statement; (3) (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (4) (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act. View More

Transfer Restricted Securities. Shall mean the Securities; until the earlier of: (1) Means each Note until: (i) the date on which such Security Note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (2) (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security 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 Prospectus contained in the Exchange Offer Registration Statement; (3) (iii) the date on which such Security Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (4) (iv) the date on which such Security Note is distributed to the public pursuant to Rule 144 under the Securities Act. View More

Transfer Restricted Securities. Means each Security Note and each share of Common Stock issuable or issued upon conversion thereof of the Notes until the date on which such Security Note or share of Common Stock, as the case may be, (i) has been transferred pursuant to the -4- Shelf Registration Statement or another registration statement covering such Security Note 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 under the Act (or any similar provision then in force) or (iii) may be sold or transferred pursuant to Rule 144(k) under the Act (or any successor provision promulgated by the SEC then in force). View More

Transfer Restricted Securities. Means each Security and each any share of Common Stock issued or issuable or issued upon conversion thereof until the date on which such Security or share of Common Stock, as the case may be, (i) (a) has been transferred pursuant to the Shelf Registration Statement or another registration statement covering such Security or share of Common Stock which has been filed with the SEC Commission pursuant to the Act, in either case after such registration statement has become effective become, and... while such registration statement is is, effective under the Act, (ii) Act; (b) has been transferred pursuant to Rule 144 under the Act (or any similar provision then in force) force); or (iii) (c) may be sold or transferred pursuant to paragraph (k) of Rule 144(k) 144 under the Act (or any successor provision promulgated by the SEC then in force). Commission); provided, however, that the term shall not 4 include any share of Common Stock issuable upon conversion of a Security previously sold or transferred pursuant to the foregoing clauses (a), (b) or (c). View More

Transfer Restricted Securities. Means each Security and each share until the earliest of Common Stock issuable or issued upon conversion thereof until the date on which such Security or share of Common Stock, as the case may be, (i) has been transferred pursuant to the 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 under the Act (or any similar provision then in force) or (iii) may be sold or transferred pursuant to Rule 144(k) under the Act (or any successor provision promulgated by the SEC then in force). SEC) and are freely tradeable without restriction under the Act after such sale or transfer. View More

Transfer Restricted Securities. Shall mean each Security, if ------------------------------ issued, and each Private Exchange Security, if issued; provided, however, that each Security or Private Exchange Security, as the case may be, 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 Security which is or, provided the Holder thereof received timely and proper... notice of the Exchange Offer, was entitled to be resold to exchanged by such person in the public Exchange Offer by such person, but was not properly tendered into, or was withdrawn from, the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, 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 Security, such Exchange Security 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 or Private Exchange Security, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) such Security or -6- Private Exchange Security, as the case may be, is distributed to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not Rule 144A 144A) under the Securities Act), Act, (v) such Security or Private Exchange Security, as the case may be, 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 Issuers 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 or Private Exchange Security, as the case may be, ceases to be outstanding. View More

Transfer Restricted Securities. Each Shall mean (a) each Warrant or and Warrant Share, Share held by an Affiliate of the Issuer and (b) each other Warrant and Warrant Share until the earliest earlier to occur of: of (i) the date on which such Warrant or Warrant Share (other than any Warrant Share issued upon exercise of a Warrant in accordance with a Registration Statement) has been effectively registered under the Act and disposed of in accordance with the a Registration Statement covering it (and the purchasers thereof have... been issued a registered freely tradable security) and (ii) the date on which such Warrant or Warrant Share (or the related Warrant) is distributed to the public pursuant to Rule 144 under the Act. 5 View More

Transfer Restricted Securities. Shall mean the Securities; provided that the Securities shall cease to be Transfer Restricted Securities (i) when a Registration 4 Statement with respect to covering such Securities has been declared effective under by the Securities Act SEC and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are distributed have been exchanged pursuant to the public pursuant to Exchange Offer for Exchange Securities that may be resold... without restriction under federal and state securities laws, (iii) when such Securities have been sold in compliance with 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) (iv) when such Securities cease to be outstanding. View More

Transfer Restricted Securities. Means (a) the Notes; and (b) the Conversion Shares issued or and issuable upon conversion of the Notes (and any security issued with respect thereto upon any stock dividend, split split, or similar event) until the earliest to occur of the date on which any applicable such Notes, Conversion Share, Shares, 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 Notes or Conversion Shares which has been filed with the SEC pursuant to the Securities 1933 Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities 1933 Act; (ii) has been transferred pursuant to Rule 144; (iii) may be sold or transferred pursuant to Rule 144(k); or (iv) ceases to be outstanding. Notwithstanding the foregoing, each Conversion Share issued or issuable upon conversion of the Notes (and any security issued with respect thereto upon any stock dividend, split or similar event) that has not previously ceased to be a Transfer Restricted Security pursuant to the previous sentence shall cease to be a Transfer Restricted Security on the date that is two (2) years after the Closing Date. View More

Transfer Restricted Securities. Each CODES CODES, the guarantees thereof and each share of Common Stock issued upon conversion of CODES until the earlier earliest to occur of: (i) the date on which such CODES or such share of Common Stock 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 CODES or such share of Common Stock issued upon conversion thereof is (A) has been transferred in... compliance with Rule 144 under the Securities Act or Act, (B) may be sold or transferred by a person who is not an affiliate of the Issuer pursuant to Rule 144 under the Securities Act without regard to the volume limitations thereof (or any other similar provision then in force) without any volume or manner (C) two years following the last date of sale restrictions thereunder; or original issuance of the CODES; and (iii) the date on which such CODES 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 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. 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