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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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interests in the Permanent Offshore Global Notes or unlegended Offshore Physical
Notes. The Registrar shall register the transfer of any such Note without
requiring any additional certification.

     (e)  Transfers to Non-U.S. Persons at Any Time.  The following provisions
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shall apply with respect to any transfer of a Note to a Non-U.S. Person:

          (i)   Prior to May 19, 1998, the Registrar shall register any proposed
     transfer of a Note to a Non-U.S. Person upon receipt of a certificate
     substantially in the form of Exhibit D hereto from the proposed transferor.

          (ii)  On and after May 19, 1998, the Registrar shall register any
     proposed transfer to any Non-U.S. Person if the Note to be transferred is a
     U.S. Physical Note or an interest in the U.S. Global Notes, upon receipt of
     a certificate substantially in the form of Exhibit D hereto from the
     proposed transferor.

          (iii) (a) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (ii) and (y)
     instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount at maturity of the U.S. Global Notes
     in an amount equal to the principal amount at maturity of the beneficial
     interest in the U.S. Global Notes to be transferred, and (b) if the
     proposed transferee is an Agent Member, upon receipt by the Registrar of
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount at maturity of the Offshore Global
     Notes in an amount equal to the principal amount at maturity of the U.S.
     Physical Notes or the U.S. Global Notes, as the case may be, to be
     transferred, and the Trustee shall cancel the Physical Note, if any, so
     transferred or decrease the amount of the U.S. Global Notes.

     (f) Private Placement Legend.  Upon the transfer, exchange or replacement
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of Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing the Private Placement Legend, the Registrar
shall deliver only Notes that bear the Private Placement Legend unless either
(i) the circumstances contemplated by the second sentence of the fourth
paragraph of Section 2.01 or paragraphs (a)(i)(x) or (e)(ii) of this Section
2.08 exist or (ii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Obligors and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.

     (g) General.  By its acceptance of any Note bearing the Private Placement
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Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Note only as