EX-4.2
from 8-K
13 pages
This Security Has Not Been Registered Under the United States Securities Act of 1933, as Amended (The “Securities Act”), and Accordingly, May Not Be Offered or Sold Except as Set Forth in the Following Sentence. by Its Acquisition Hereof, the Holder Agrees (1) That It Will Not Within the Later of (X) Two Years After the Latest Issue Date of This Security and (Y) Three Months After It Ceases to Be an Affiliate (Within the Meaning of Rule 144 Under the Securities Act) of the Issuer, Offer, Resell, Pledge or Otherwise Transfer the Security Evidenced Hereby or the Common Stock Issuable Upon Conversion of Such Security, Except (A) to the Issuer; (B) Under a Registration Statement That Has Been Declared Effective Under the Securities Act; (C) to a Person the Seller Reasonably Believes Is a Qualified Institutional Buyer (As Defined in Rule 144a Under the Securities Act) That Is Purchasing for Its Own Account or for the Account of Another Qualified Institutional Buyer and to Whom Notice Is Given That the Transfer Is Being Made in Reliance on Rule 144a, All in Compliance With Rule 144a (If Available); or (D) Under Any Other Available Exemption From the Registration Requirements of the Securities Act; and (2) That It Will, Prior to Any Transfer of This Security Within the Later of (X) Two Years After the Latest Issue Date of This Security and (Y) Three Months After It Ceases to Be an Affiliate (Within the Meaning of Rule 144 Adopted Under the Securities Act) of the Issuer, Furnish to the Trustee and the Issuer Such Certifications, Legal Opinions or Other Information as May Be Required Pursuant to the Indenture to Confirm That Such Transfer Is Being Made Pursuant to an Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act
12/34/56