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EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

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Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transferin form satisfactory to the Registrar duly executed by such Holder or by its attorney, dulyauthorized in writing. In addition, the requesting Holder shall provide any additionalcertifications, documents and information, as applicable, required pursuant to the followingprovisions of this Section 2.7(e).(i) Restricted Definitive Notes to Restricted Definitive Notes. Any RestrictedDefinitive Note of a series may be transferred to and registered in the name of Personswho take delivery thereof in the form of a Restricted Definitive Note of such series if theRegistrar receives the following:(A) if the transfer will be made pursuant to Rule 144A, then thetransferor must deliver a certificate in the form of Exhibit B hereto, including thecertifications in item (1) thereof;(B) if the transfer will be made pursuant to Rule 903 or Rule 904, thenthe transferor must deliver a certificate in the form of Exhibit B hereto, includingthe certifications in item (2) thereof; and(C) if the transfer will be made pursuant to any other exemption fromthe registration requirements of the Securities Act, then the transferor must delivera certificate in the form of Exhibit B hereto, including the certifications,certificates and Opinion of Counsel required by item (3) thereof, if applicable.(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. AnyRestricted Definitive Note of a series may be exchanged by the Holder thereof for anUnrestricted Definitive Note of such series or transferred to a Person or Persons who takedelivery thereof in the form of an Unrestricted Definitive Note if:(A) such exchange or transfer is effected pursuant to the RegisteredExchange Offer in accordance with the Registration Rights Agreement and theHolder, in the case of an exchange, or the transferee, in the case of a transfer,certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer,(2) a Person participating in the distribution of the Exchange Notes or (3) a Personwho is an affiliate (as defined in Rule 144) of the Company (or such othercertification as the Company determines to be required under applicable law);(B) any such transfer is effected pursuant to the Shelf RegistrationStatement in accordance with the Registration Rights Agreement;(C) any such transfer is effected by a Broker-Dealer pursuant to theRegistered Exchange Offer Registration Statement in accordance with theRegistration Rights Agreement; or(D)the Registrar receives the following:(1) if the Holder of such Restricted Definitive Notes proposesto exchange such Note for an Unrestricted Definitive Note, a certificate22

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