Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer: (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or (2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 2 contracts
Sources: Indenture (Avago Technologies LTD), Indenture (Avago Technologies LTD)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited ▇▇▇▇▇ River Coal Company or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act; or
(4) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (34) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (34) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If item (3) is checked, the purchaser must complete the certification below. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 2 contracts
Sources: Exchange Agreement (James River Coal CO), Indenture (James River Coal CO)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date____________________, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5_________________ Seller By:
Appears in 2 contracts
Sources: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to Breed Technologies, Inc., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ , Esq. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇ Facsimile No.: ---------------------------------- (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT, PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of the date of an effective Registration Statement or April 28, 2000 the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. DatedDate: Signed____________________ ________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: To convert TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in accordance with reliance on Rule 144A and acknowledges that it has received such information regarding the Indenture, check Company as the boxundersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________________________ NOTICE: To convert only part of this Securitybe executed by an executive officer, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s namegeneral partner, fill in the form below: (Insert other person’s soc. sec. trustee or tax I.D. nosimilar representative.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Breed Technologies Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇Requests may be made to Applied Extrusion Technologies, Inc., ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇, Attention: President. ▇▇▇▇▇▇ Facsimile [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.: . --------------------------------- (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, date which is the earlier of the date of an effective Registration Statement or [_] the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5____________________________
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: as TEN COM (= (=tenants in common), TEN ENT (= TENANT (=tenants by the entiretyentireties), JT TEN (= (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(=custodian), and U/G/M/A ((=Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Technologies Limited M/I Homes, Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and , ▇▇▇▇ ▇▇▇▇▇ ▇Attention: Secretary The initial principal amount of this Global Note is ($ ). ▇▇▇▇▇▇ Facsimile No.The following increases or decreases in this Global Note have been made: (▇▇▇) ▇▇▇-▇▇▇▇ E-mailDate of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER and transfer this Note to: (please print Print or type name name, address and addresszip code and social security or tax ID number of assignee) the within Security and all rights thereunderirrevocably appoint , and hereby irrevocably constitute and appoint Attorney agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: NOTICESigned: The (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature on this assignment must correspond guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934. Dated: Signed: (Sign exactly as your name as it appears upon on the face other side of this Note) Signature Guarantee: Certificate No. of Note: If you want to elect to have this Note repurchased by the Company pursuant to Section 4.03 of the within Security in every particular without alteration or enlargement or any change whatsoever and Supplemental Indenture, check the box: ¨ If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 4.03 of the Supplemental Indenture, as applicable, state the principal amount to be so repurchased by the Company: Date: Signature(s): (Sign exactly as your name(s) appears on the other side of this Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1Trustee.) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security Note in accordance with the Indenture, check the box: ¨ To convert only part of this SecurityNote, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares shares of Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. Each of Security: Principal Amount the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of this Security: $ If you want to elect to have this Security purchased September 11, 2012 (the “Base Indenture”), as supplemented by the Company pursuant Supplemental Indenture, dated as of September 11, 2012 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) by and among M/I Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee, and subject to Section 3.01 the provisions of the Indenture, check (a) the box: If you want due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to elect the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to have only part the Holders or the Trustee, all in accordance with the terms set forth in Article XI of the Supplemental Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Security purchased by the Company pursuant to Section 3.01 Guarantee. Each Holder of the IndentureNote to which this Guarantee is endorsed, state the principal amount by accepting such Note, agrees to and shall be so purchased bound by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trusteeprovisions.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date6, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 6 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee: Guarantee:7 By To convert this Security be executed by an executive officer 7 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part as amended. If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.07 of the Indenture, check the boxbox below: ☐ Section 4.07 If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.07 of the Indenture, state the amount (in original principal amount to be so purchased by the Companyamount) below: $ (in an $2,000 or integral multiple multiples of $1,000) 1,000 in excess thereof, provided that any unpurchased portion of this Note must be in a minimum denomination of $2,000). Date: Signature(s): Your Signature: (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Signature Guarantee:1
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date, ______________,3 the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within‑mentioned instrument in every particular, without alteration or any change whatsoever. 3 One year after the date of initial issuance or a later date when purchased from an affiliate. Signature Guarantee: Guarantee:4 By To convert this Security be executed by an executive officer 4 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part as amended. If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.07 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5box below:
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: TEN regulations. TEN–COM (= as tenants in common), TEN common TEN–ENT (= tenants as tenant by the entirety), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT–TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇EMPIRE STATE REALTY OP, Building 90 San JoseL.P. WILMINGTON TRUST, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ NATIONAL ASSOCIATION, as Trustee The undersigned registered owner of this Note hereby irrevocably exercises the option to exchange this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign shares of Common Stock in accordance with the terms of the Indenture referred to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunderin this Note, and hereby irrevocably constitute directs that the shares of Common Stock, if any, issuable and appoint Attorney deliverable upon such exchange, together with any check in payment for cash, if any, payable upon exchange or for fractional shares and any Notes representing any unexchanged principal amount hereof, be issued and delivered to transfer the Security on registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the books of the Company with full power of substitution meanings ascribed to such terms in the premisesIndenture. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement If shares or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer portion of this Security occurring prior Note not exchanged are to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate be issued in the name of any a person other than the registered Holder thereof; provided, however, that if item (3) is checkedundersigned, the Company, undersigned will provide the appropriate information below and pay all transfer agent taxes payable with respect thereto. The undersigned registered owner of this Note hereby certifies that it or the Registrar may require, prior to registering any such transfer Person on whose behalf the Notes are being exchanged is a qualified institutional buyer within the meaning of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of Rule 144A under the Securities Act of 1933, as amended. If none Dated: Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the foregoing items are checkedNote Registrar, which requirements include membership or participation in the Trustee Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar shall not in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock, if any, if to be obligated issued, and Notes if to register this Security be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be made, other than to and in the name of any person other than the Holder hereof unless registered holder: Please print name and until the conditions to any such transfer of registration set forth herein address (Name) (Street Address) (City, State and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal Zip Code) Principal amount to be converted exchanged (must be in multiples of $1,000if less than all): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. Social Security or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Other Taxpayer Identification Number:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to Econophone, Inc., ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San JoseNew York, CA 95131 New York 10013, Attention: ▇▇▇▇▇▇▇ ▇Chief Financial Officer. ▇▇▇▇▇▇▇▇▇ [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and address) address including zip code of assignee the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing ___________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, PERMANENT OFFSHORE GLOBAL NOTE AND OFFSHORE PHYSICAL NOTES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date the shelf registration statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [CHECK ONE]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act144A thereunder. Unless one of the items OR
(1b) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Note Agreement (Econophone Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= tenants in common), common UNIF GIFT MIN ACT Uniform Gift to Minors Act TEN ENT (= tenants by the entirety), entireties CUST custodian JT TEN (= joint tenants with right of survivorship and not as tenants in common)common Additional abbreviations may also be used though not in the above list. TO: GETTY IMAGES, CUST (= Custodian)INC. THE BANK OF NEW YORK The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of Getty Images, Inc. in accordance with the terms of the Indenture referred to in this Note, and U/G/M/A (Uniform Gifts directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to Minors Act)the registered holder hereof unless a different name has been indicated below. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement If shares or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer portion of this Security occurring prior Note not converted are to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate be issued in the name of any a person other than the registered Holder thereof; provided, however, that if item (3) is checkedundersigned, the Company, undersigned will provide the appropriate information below and pay all transfer agent or taxes payable with respect thereto. Any amount required to be paid by the Registrar may require, prior to registering any such transfer undersigned on account of interest accompanies this Note. Dated: ------------------------ ----------------------------- ----------------------------- Signature(s) Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the SecuritiesNote registrar, which requirements include membership or participation in their sole discretion, the Security Transfer Agent Medallion Program ("STAMP") or such written legal opinions, certifications and other evidence "signature guarantee program" as may be determined by the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption fromNote registrar in addition to, or in a transaction not subject tosubstitution for, the registration requirements of STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: ------------------------------- Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Lease Agreement (Getty Images Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to AMVESCAP PLC, 1315 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Building 90 San Jose▇.▇., CA 95131 Attention: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ention: Chief Financial Officer. [SCHEDULE I AMVESCAP PLC 4.500% Senior Note Due 2009 Date Principal Amount Notation]**** [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇ Facsimile No.: ---------------------------------- (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of the date of an effective Registration Statement or _____________, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.07 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5____________________
Appears in 1 contract
Sources: Indenture (Amvescap PLC/London/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited SSR Mining Inc. Attention: Corporate Secretary Suite 800 - 1055 Dunsmuir Street ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ____________________________________ (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. premises Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the RegistrarTrustee. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, date of the undersigned confirms that it is making, declaration by the Securities and it has not utilized any general solicitation or general advertising in connection with, Exchange Commission of the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to effectiveness of a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Security (which effectiveness shall not have been suspended or terminated at the date of the transfer) the undersigned confirms that it has not utilized any general solicitation or general advertising (as defined in Regulation D under the Securities Act) or made any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the transfer: [Check One]
(1) to the Company or any subsidiary thereof; or
(2) pursuant to and in compliance with Rule 144A under the Securities Act; or
(3) ¨ outside the United States to a person other than a “U.S. person” in compliance with Rule 904 of Regulation S under the Securities Act; or
(4) pursuant to an the exemption from registration provided by Rule 144 under the Securities Act or any other Act; or
(5) pursuant to an effective registration statement under the Securities Act; or
(6) pursuant to another available exemption from the registration requirements of under the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (SSR Mining Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURETo request a copy of the Warrant Agreement, which the Company will provide to any Holder at no charge, please send a written request to the following address: Subject to the terms of the Warrant Agreement, by executing and delivering this Exercise Notice, the undersigned Holder of the Warrant identified below directs the Company to Exercise (check one): ☐ all of the Underlying Shares of the Warrant ☐ * Underlying Shares of the Warrant identified by Certificate No. REQUESTS MAY BE MADE TO. Capitalized terms used but not otherwise defined in this Exercise Form shall have the meaning ascribed thereto in the Warrant Agreement. Please issue shares of Common Stock in the following name and, if applicable, to the following address: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.Issue to (print name): Email Address: (▇▇▇Optional) ▇▇▇-▇▇▇▇ E-mailIdentify account within the United States to which any cash Exercise Consideration will be wired: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: By: Name: Title: * Must be a whole number. Subject to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER the terms of the Warrant Agreement, the undersigned Holder of the Warrant identified below assigns (please print or type name and address) check one): ☐ all of the within Security Underlying Shares of the Warrant ☐ * Underlying Shares of the Warrant identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and hereby irrevocably constitute and appoint Attorney appoints: as agent to transfer the Security within Warrant on the books of the Company with full power of substitution in the premisesCompany. DatedThe agent may substitute another to act for him/her. Date: NOTICEBy: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and Name: Title: * Must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrarwhole number. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE “Securities ActSECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; or
OR (3B) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities ActPURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Unless one of the items (1) through (3) is checkedTRANSFERS, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; providedPLEDGES OR OTHER DISPOSITIONS HEREOF, howeverOR OF ANY BENEFICIAL INTEREST HEREIN, that if item (3) is checkedARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedPLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedBank Routing Number: Signed[***] SWIFT Code: Signature Guarantee[***] Bank Address: To convert this Security in accordance with the Indenture, check the box[***] Account Number: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below[***] Account Name: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5[***]
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THIS NOTE SHALL BE GOVERNED BY THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY LAWS OF THE INDENTURESTATE OF NEW YORK. REQUESTS MAY BE MADE TO: Avago Technologies Limited The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to ICG Services, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇▇@, ▇▇▇▇▇▇▇▇▇.▇▇▇; , ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please , Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------- ---------------------------------------------------------------- Please print or type typewrite name and address) address including zip code of assignee ---------------------------------------------------------------- the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing --------------------------------------------------- attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE CERTIFICATED NOTES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date of an effective Registration or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Icg Services Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇Requests may be made to Vanguard Health Systems, Inc; ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Boulevard, Building 90 San JoseSuite 100, CA 95131 Nashville Tennessee 37215, Attention: ▇▇▇▇▇▇▇ ▇Chief Financial Officer. ▇▇▇▇▇▇▇▇▇ [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please ---------------------------------- ---------------------------------- Please print or type typewrite name and address) address including zip code of assignee ---------------------------------- the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing _______________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, TEMPORARY REGULATION S GLOBAL NOTES AND UNLEGENDED PHYSICAL NOTES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); 1933 provided by Rule 144A thereunder. or
(3b) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. DatedDate: Signed____________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures _______________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.. TO BE COMPLETED BY PURCHASER IF (a) Certificate NoABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of SecurityRule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Principal Amount of this Security____________________ ______________________________________________ NOTICE: $ To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you want to elect wish to have this Security Note purchased by the Company pursuant to Section 3.01 4.10 or 4.12 of the Indenture, check the boxBox: [ ] If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.10 or 4.12 of the Indenture, state the principal amount to be so purchased by the Companyamount: $ (in an integral multiple of $1,000) ________________ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5________________
Appears in 1 contract
Sources: Indenture (VHS of Phoenix Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: as TEN COM (= (=tenants in common), TEN ENT (= TENANT (=tenants by the entiretyentireties), JT TEN (= (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(=custodian), and U/G/M/A ((=Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Technologies Limited M/I Homes, Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and , ▇▇▇▇ ▇▇▇▇▇ ▇Attention: Secretary The initial principal amount of this Global Note is ($ ). ▇▇▇▇▇▇ Facsimile No.The following increases or decreases in this Global Note have been made: (▇▇▇) ▇▇▇-▇▇▇▇ E-mailDate of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER and transfer this Note to: (please print Print or type name name, address and addresszip code and social security or tax ID number of assignee) the within Security and all rights thereunderirrevocably appoint , and hereby irrevocably constitute and appoint Attorney agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. The agent may substitute another to act for him. Dated: NOTICESigned: The (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by an “eligible guarantor institution,” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature on this assignment must correspond guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934. Dated: Signed: (Sign exactly as your name as it appears upon on the face other side of this Note) Signature Guarantee: Certificate No. of Note: If you want to elect to have this Note repurchased by the Company pursuant to Section 4.12 of the within Security in every particular without alteration or enlargement or any change whatsoever and Supplemental Indenture, check the box: ¨ If you want to elect to have only part of this Note repurchased by the Company pursuant to Section 4.12 of the Supplemental Indenture, as applicable, state the principal amount to be so repurchased by the Company: Date: Signature(s): (Sign exactly as your name(s) appears on the other side of this Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1Trustee.) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security Note in accordance with the Indenture, check the box: ¨ To convert only part of this SecurityNote, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares shares of Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. Each of Security: Principal Amount the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of this Security: $ If you want to elect to have this Security purchased September 11, 2012 (the “Base Indenture”), as supplemented by the Company pursuant Supplemental Indenture, dated as of March 11, 2013 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) by and among M/I Homes, Inc., as issuer, the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee, and subject to Section 3.01 the provisions of the Indenture, check (a) the box: If you want due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to elect the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to have only part the Holders or the Trustee, all in accordance with the terms set forth in Article XI of the Supplemental Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Security purchased by the Company pursuant to Section 3.01 Guarantee. Each Holder of the IndentureNote to which this Guarantee is endorsed, state the principal amount by accepting such Note, agrees to and shall be so purchased bound by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trusteeprovisions.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date______________, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
o (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: Guarantee:5 By To convert this Security be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. noas amended.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Harbinger Group Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date______________13, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 13 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee: Guarantee:14 By To convert this Security be executed by an executive officer 14 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part as amended. If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.07 of the Indenture, check the boxbox below: ☐ Section 4.07 If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.07 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an original principal amount) below: $_____________________ ($2,000 or integral multiple multiples of $1,000) 1,000 in excess thereof, provided that any unpurchased portion of this Note must be in a minimum denomination of $2,000). Date: Signature(s): :____________ Your Signature:__________________________ (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Signature Guarantee:1_____________________________
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= TEN ENT - - as tenants in common), TEN ENT (= common as tenants by the entirety), entireties UNIF GIFT MIN Act ___ Custodian___ (cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (common Under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST Please insert social security or other identifying number of assignee / / PLEASE PRINT OR TYPE NAME AND WITHOUT CHARGE A COPY ADDRESS INCLUDING POSTAL ZIP CODE OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) ASSIGNEE the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint appointing Attorney to transfer the said Security on the books of the Company Company, with full power of substitution in the premises. Dated: NOTICE: TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The signature on this assignment must correspond with undersigned hereby irrevocably requests and instructs the name as it appears upon Company to repay the face attached Security (or portion thereof specified below) pursuant to its terms at a price equal to 100% of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating principal amount thereof together in the Securities Transfer Agents Medallion Program or in case of any such other guarantee program acceptable repayment with interest to the RegistrarRepayment Date, to the undersigned at . Signature Guarantee: In connection with any transfer For the Security to be repaid at the option of this Security occurring the Holder, the paying agent must receive as its corporate trust office, at least 30 days but not more than 60 days prior to the Resale Restriction Termination DateRepayment Date on which the Security is to be repaid, (i) the undersigned confirms that it is makingSecurity together with this “Option to Elect Repayment” form duly completed or (ii) a telegram, and it has not utilized any general solicitation telex, facsimile transmission or general advertising a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in United States setting forth the name of any person other the Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security, together with this duly completed form entitled “Option to Elect Repayment” on the reverse of the Security, will be received by the paying agent not later than the registered Holder thereof; fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if item (3) is checked, the Company, Security with such form duly completed are received by the transfer paying agent or by such fifth Business Day. If less than the Registrar may require, prior to registering any such transfer entire principal amount of the Securitiesattached Security is to be repaid, in their sole discretion, such written legal opinions, certifications specify the portion thereof which the Holder elects to have repaid: ; and other evidence as specify the Registrar denomination or the Company have reasonably requested to confirm that such transfer is being made pursuant to denominations (which shall be an exemption from, or in a transaction not subject to, the registration requirements Authorized Denomination) of the Security or Securities Act of 1933, as amended. If none to be issued to the Holder for the portion of the foregoing items are checked, the Trustee or Registrar shall within Security not be obligated to register this Security being repaid (in the name absence of any person other than specification, one such Security will be issued for the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfiedportion not being repaid): . Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5:
Appears in 1 contract
Sources: Depositary Security Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder the Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= -- as tenants in common), common TEN ENT (= -- as tenants by the entirety), entireties JT TEN (= -- as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (common UNIF GIFT MIN ACT -- ____________ Custodian under Uniform Gifts to Minors Act)Minor Act Additional abbreviations may also be used though not in the above list. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED, Building 90 San Josethe undersigned hereby sells, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ assigns and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) OF ASSIGNEE: the within Security Note and all rights thereunder, and hereby irrevocably constitute constitutes and appoint Attorney appoints ________________________ attorney to transfer the Security said Note on the books of the Company kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by __________________________________ NOTICE: The signature on signature(s) to this assignment must correspond with the name as it appears upon the face of the within Security Note in every particular particular, without alteration or enlargement or any change whatsoever and whatsoever. Signature(s) must be guaranteed by a guarantor institution participating commercial bank or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. AGGREGATE NOTE PRINCIPAL NOTE INTEREST BALANCE: $[_______] RATE: Variable Rate INITIAL NOTE PRINCIPAL NOTE NO. 1 BALANCE OF THIS NOTE: $[_______] PERCENTAGE INTEREST: 100% CUSIP NO: [_______] LUMINENT MORTGAGE TRUST 2005-1 (the “Issuer”), a Delaware statutory trust, for value received, hereby promises to pay to ____________ or registered assigns, the principal sum of $[______] in monthly installments on the twenty-fifth day of each month or, if such day is not a Business Day, the next succeeding Business Day (each a “Payment Date”), commencing in November 2005 and ending on or before the Payment Date occurring in __________ 2035 (the “Final Scheduled Payment Date”) and to pay interest on the Note Principal Balance of this Note (this “Note”) outstanding from time to time as provided below. This Note is one of a duly authorized issue of the Issuer's Mortgage-Backed Notes, Series 2005-1 (the “Notes”), issued under an Indenture, dated as of November 2, 2005 (the “Indenture”), among the Issuer, ▇▇▇▇▇ Fargo Bank, N.A. as securities administrator and LaSalle Bank National Association as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payments of principal and interest on this Note will be made on each Payment Date to the Noteholder of record as of the related Record Date. The “Note Principal Balance” of a Note as of any date of determination is equal to the initial Note Principal Balance thereof, minus (i) all amounts distributed in respect of principal with respect to such Class of Notes, (ii) the aggregate amount of any reductions in the Note Principal Balance thereof deemed to have occurred in connection with allocations of Realized Losses on all prior Payment Dates in accordance with the Indenture. The principal of, and interest on, this Note are due and payable as described in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be equal to this Note's pro rata share of the aggregate payments on all Class B-[1][2][3][4][5][6] Notes as described above, and shall be applied as between interest and principal as provided in the Indenture. All principal and interest accrued on the Notes, if not previously paid, will become finally due and payable at the Final Scheduled Payment Date. The Mortgage Loans are subject to purchase in whole, but not in part, by the Majority Certificateholder, on any Payment Date on or after the Payment Date on which sum of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the end of the prior Due Period and the Remaining Pre-Funded Amount is 10% or less of the sum of (A) the Cut-off Date Scheduled Principal Balance of the Mortgage Loans and (B) the aggregate of the Pre-Funded Amounts as of the Closing Date. [For Class B-1 Notes:] The Issuer shall not be liable upon the indebtedness evidenced by the Notes except to the extent of amounts available from the Trust Estate which constitutes security for the payment of the Notes. The assets included in the Trust Estate will be the sole source of payments on the Class B-[1][2][3][4][5][6] Notes, and each Holder hereof, by its acceptance of this Note, agrees that (i) such Note will be limited in right of payment to amounts available from the Trust Estate as provided in the Indenture and (ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, the Master Servicer, the Securities Transfer Agents Medallion Program Administrator or any of their respective affiliates, or to the assets of any of the foregoing entities, except the assets of the Issuer pledged to secure the Class B-[1][2][3][4][5][6] Notes pursuant to the Indenture and the rights conveyed to the Issuer under the Indenture. Any payment of principal or interest payable on this Note which is punctually paid on the applicable Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the Record Date for such Payment Date by check mailed to such person's address as it appears in the Note Register on such Record Date, except for the final installment of principal and interest payable with respect to such Note, which shall be payable as provided below. Notwithstanding the foregoing, upon written request with appropriate instructions by the Holder of this Note delivered to the Securities Administrator at least five Business Days prior to the Record Date, any payment of principal or interest, other than the final installment of principal or interest, shall be made by wire transfer to an account in the United States designated by such Holder. All reductions in the principal amount of a Note effected by payments of principal made on any Payment Date shall be binding upon all Holders of this Note and of any note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final payment of this Note shall be payable upon presentation and surrender thereof on or after the Payment Date thereof at the Office designated by the Securities Administrator or the office or agency of the Issuer maintained by it for such purpose pursuant to the Indenture. Subject to the foregoing provisions, each Note delivered under the Indenture, upon registration of transfer of or in exchange for or in lieu of any other Note, shall carry the right to unpaid principal and interest that were carried by such other guarantee program acceptable Note. If an Event of Default as defined in the Indenture shall occur and be continuing with respect to the Notes, the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. If any such acceleration of maturity occurs prior to the payment of the entire unpaid Note Principal Balance of the Notes, the amount payable to the Holder of this Note will be equal to the sum of the unpaid Note Principal Balance of this Note, together with accrued and unpaid interest thereon as described in the Indenture. The Indenture provides that, notwithstanding the acceleration of the maturity of the Notes, under certain circumstances specified therein, all amounts collected as proceeds of the Trust Estate securing the Notes or otherwise shall continue to be applied to payments of principal of and interest on the Notes as if they had not been declared due and payable. The failure to pay any Net Interest Shortfall at any time when funds are not available to make such payment as provided in the Indenture shall not constitute an Event of Default under the Indenture. [For Class B-1 Notes:] The Holder of this Note or Beneficial Owner of any interest herein is deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Indenture Trustee and the Note Registrar with an opinion of counsel, which opinion of counsel will not be at the expense of the Issuer, the Seller, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Securities Administrator, the Note Registrar or any servicer, which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, the Owner Trustee, the Indenture Trustee, the Note Registrar, the Securities Administrator, the Master Servicer or any servicer to any obligation in addition to those undertaken in the Indenture and the other Basic Documents. Signature Guarantee: In connection [For Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes:] No transfer, sale, pledge or other disposition of this Note or interest herein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with any the Securities Act and such state securities laws. If a transfer of this Security occurring prior Note is to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a be made without registration statement which has become effective under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of 1933its Affiliates), then the Note Registrar shall refuse to register such transfer unless (i) it receives (and upon receipt, may conclusively rely upon) a certificate substantially in the form attached as amended Exhibit C to the Indenture or (ii) it receives a written Opinion of Counsel acceptable to and in form and substance satisfactory to the “Securities Act”); or
(3) ¨ pursuant Note Registrar and the Indenture Trustee and the transferee executes a representation letter substantially in the form of Exhibit D attached to an exemption from registration provided by Rule 144 the Indenture, and transferor executes a representation letter substantially in the form of Exhibit E attached to the Indenture, each acceptable to and in form and substance satisfactory to the Note Registrar and the Indenture Trustee. None of the Issuer, the Depositor, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act or any other available exemption from securities law or to take any action not otherwise required under the Indenture to permit the transfer of this Note or interest herein without registration requirements or qualification. Any Noteholder desiring to effect a transfer of this Note or interest herein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. [For Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes:] No transfer of this Class B-[2][3][4][5][6] Note or any interest therein shall be made to any Person unless the Indenture Trustee and the Note Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Securities Act. Unless one Indenture Trustee and the Note Registrar that the purchase of a Class B-[2][3][4][5][6] Note is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the items (1) through (3) is checkedCode and will not subject the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer, any Servicer or the Note Registrar will to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Indenture, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Master Servicer, any Servicer and the Note Registrar. In lieu of such Opinion of Counsel, a Person acquiring a Class B-[2][3][4][5][6] Note may provide a certification in the form attached to the Indenture, which the Depositor, the Owner Trustee, the Indenture Trustee, the Note Registrar and the Master Servicer may rely upon without further inquiry or investigation. [For Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes:] No transfer of this Class B-[2][3][4][5][6] Note or any interest therein shall be made to any Person, and the Note Registrar shall refuse to register any such transfer, unless (A) a “will be debt” opinion shall have been rendered by nationally recognized tax counsel with respect to it and furnished to the Securities Administrator, or (B) the transferee shall have delivered to the Owner Trustee, the Note Registrar, the Securities Administrator and the Indenture Trustee a certificate certifying that (i) it is a real estate investment trust (“REIT”) within the meaning of Section 856(a) of the Code or a qualified REIT subsidiary (“QRS”) within the meaning of Section 856(i) of the Code or an entity disregarded as an entity separate from a REIT or a QRS and (ii) following the transfer, 100% of the Certificates and Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes (other than any Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes with respect to which a “will be debt” opinion has been rendered by nationally recognized tax counsel and furnished to the Securities evidenced Administrator) will be owned by a single REIT, directly or indirectly through one or more qualified QRSs of such REIT or one or more entities disregarded as entities separate from such REIT or such QRSs; provided that (x) this certificate Class B-[2][3][4][5][6] Note may be pledged to secure indebtedness and may be the subject of repurchase agreements treated by the Issuer as secured indebtedness for federal income tax purposes, (y) this Class B-[2][3][4][5][6] Note may be surrendered to the office or agency designated by the Issuer pursuant to the Indenture for the issuance of one or more new Notes of the same Class to be registered in the name of the related lender under any person other than such related loan agreement or repurchase agreement, upon the registered Holder thereof; provided, however, that if item (3) is checkedreasonable request of such lender and the delivery by such lender to the Note Registrar, the CompanySecurities Administrator, the Owner Trustee and the Indenture Trustee, of a certificate certifying that this Note is being pledged to secure indebtedness or is the subject of repurchase agreements treated by the Issuer as secured indebtedness for federal income tax purposes, and (z) this Class B-[2][3][4][5][6] Note may be transferred by the related lender under any such related loan agreement or repurchase agreement upon a default under any such indebtedness, in which case the transferor shall deliver to the Note Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate certifying to such effect. As provided in the Indenture and subject to certain limitations therein set forth, the transfer agent or of this Note may be registered on the Registrar may require, prior to registering any such transfer Note Register of the SecuritiesIssuer. Upon surrender for registration of transfer of, in their sole discretionor presentation of a written instrument of transfer for, such written legal opinions, certifications and other evidence as this Note at the Registrar office or agency designated by the Company have reasonably requested to confirm that such transfer is being made Issuer pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part accompanied by proper instruments of this Security, state the principal amount assignment in form satisfactory to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Administ
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. DatedDate: Seller By NOTICE: The signature on to this assignment must correspond with the name as it appears written upon the face of the within Security within-mentioned instrument in every particular particular, without alteration or enlargement or any change whatsoever and whatsoever. Signature Guarantee:1 By To be executed by an executive officer 1 Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Association Medallion Program (“STAMP”) or in such other “signature guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, program” as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided may be determined by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption fromaddition to, or in a transaction not subject tosubstitution for, the registration requirements of STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated you wish to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.09 or Section 4.12 of the Indenture, check the box: ¨ If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.09 or Section 4.12 of the Indenture, state the amount (in original principal amount to be so purchased by the Companyamount) below: $ (in an integral multiple of $1,000) . Date: Signature(s): Your Signature: (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Signature Guarantee:1
Appears in 1 contract
Sources: Indenture (Ak Steel Holding Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodiancustodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREIf you the Holder want to assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of the Issuer. REQUESTS MAY BE MADE TOThe agent may substitute another to act for him. Date: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Your signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) If you wish to have all of this Note purchased by the Issuer pursuant to Section 3.04 or 3.08 of the Seventh Supplemental Indenture, Building 90 San Josecheck the box: o If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 3.04 or 3.08 of the Seventh Supplemental Indenture, CA 95131 Attentionstate the amount (in original principal amount) below: ▇▇▇▇▇▇▇ $ , Date: Your signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) 85/8% Senior Notes due 2017 THIS [ ] SUPPLEMENTAL INDENTURE (this “[ ] Supplemental Indenture”), entered into as of , among ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunderEnterprises, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by Inc., a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended California corporation (the “Securities ActIssuer”); or
, Hovnanian Enterprises, Inc. (3“Hovnanian”), [list each new guarantor and its jurisdiction of incorporation] (each an “Undersigned”) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933U.S. Bank National Association, as amended. If none of trustee (the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no“Trustee”).) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Hovnanian Enterprises Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= = as tenants in common), common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT (= = as tenants by the entirety), entireties JT TEN (= = joint tenants with right of survivorship and not as tenants in commoncommon Additional abbreviations may also be used though not in the above list. For value received_________hereby sell(s), CUST (= Custodian), assign(s) and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇transfer(s) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I unto_________(Please insert social security or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and addressTaxpayer Identification Number of assignee) the within Security and all rights thereunderNote, and hereby irrevocably constitute constitutes and appoint Attorney appoints _________attorney to transfer the Security said Note on the books of the Company Company, with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that it such Note is making, and it has not utilized any general solicitation being transferred: □ To NextNav Inc. or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary a subsidiary thereof; or
(2) ¨ pursuant or □ Pursuant to a registration statement which that has become or been declared effective under the Securities Act of 1933, as amended (the “Securities Act”)amended; or
(3) ¨ pursuant or □ Pursuant to an exemption from registration provided by and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are checkedto be delivered, the Trustee or Registrar shall not be obligated other than to register this Security and in the name of any person other than the Holder hereof unless and until registered holder. NOTICE: The signature on the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance assignment must correspond with the Indenture, check name as written upon the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 face of the Note in every particular without alteration or enlargement or any change whatever. [_________] Supplemental Indenture (this “Supplemental Indenture”), check dated as of _________, [between][among]_________(the “Guaranteeing Subsidiary”), a subsidiary of NextNav Inc., a Delaware corporation (the box: If you want to elect to have only part of this Security purchased by “Company”), and GLAS Trust Company LLC, as trustee (the Company pursuant to Section 3.01 of “Trustee”) and notes collateral agent (the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee“Notes Collateral Agent”).) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Nextnav Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations. TEN-COM: TEN COM (= as tenants in common), TEN ENT (= common TEN-ENT: as tenants by the entirety), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (under Uniform Gifts to Minors ActAct Additional abbreviations may also be used though not in the above list. Piedmont Office Realty Trust, Inc., a Maryland Corporation (hereinafter referred to as the “Guarantor,” which term includes any successor under the Indenture, referred to below). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Josehereby irrevocably and unconditionally guarantees on a senior basis on the terms set forth in the Indenture the Guarantee Obligations, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: which include (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and addressi) the within Security due and all rights thereunder, punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and hereby irrevocably constitute and appoint Attorney to transfer the Security Interest on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended 3.150% Senior Notes due 2030 (the “Securities ActNotes”); or
) of Piedmont Operating Partnership, LP, a Delaware limited partnership (3) ¨ pursuant to an exemption from registration provided by Rule 144 the “Issuer,” which term includes any successor thereto under the Securities Act Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the due and punctual performance of all other available exemption from the registration requirements obligations of the Securities Act. Unless one Issuer, to the Holders of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent Notes or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security all in accordance with the terms set forth in Article 15 of the Base Indenture, check and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the box: To convert only part same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to an Indenture dated as of March 6, 2014 (the “Base Indenture”), as supplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of August 12, 2020 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this SecurityGuarantee. The Guarantor hereby waives diligence, state the principal amount to be converted (must be in multiples presentment, demand of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s namepayment, fill filing of claims with a court in the form below: event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (Insert other persondirect or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s socobligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. secThis is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) obligatory for any purpose until the certificate of authentication on the other side Note upon which this Guarantee is endorsed shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Security) Signature(s) guaranteed by: (All signatures must Guarantee shall be guaranteed by a guarantor institution participating limited as provided in Article 15 of the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Base Indenture to the Trustee.) Certificate Noextent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by THE TERMS OF ARTICLE 15 OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by, and construed in accordance with, the Company pursuant to Section 3.01 laws of the Indenture, check the box: If you want to elect to have only part State of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeNew York.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Second Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). To request a copy of the Certificate of Designations, which the Company will provide to any Holder at no charge, please send a written request to the following address: Subject to the terms of the Certificate of Designations, by executing and delivering this Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Company to convert (check one): ¨ all of the shares of Convertible Preferred Stock ¨ * shares of Convertible Preferred Stock identified by Certificate No. . By: Name: Title: Signature Guaranteed: By: * Must be a whole number. Subject to the terms of the Certificate of Designations, by executing and delivering this Change of Control Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Change of Control Repurchase Right with respect to (check one): ¨ all of the shares of Convertible Preferred Stock ¨ 1 shares of Convertible Preferred Stock identified by Certificate No. . The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Company before the Change of Control Repurchase Price will be paid. By: Name: Title: Signature Guaranteed: By: 1 Must be a whole number. THE COMPANY WILL FURNISH OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE INDENTURESECURITIES ACT. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇[_______________], 2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ Partners 7▇ ▇. ▇▇▇▇▇▇▇▇▇ St. #4600 Chicago, IL 60602 Re: Acknowledgment and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: Support Agreement Reference is made to that certain Investment Agreement, dated as of March 29, 2020 (▇▇▇) ▇▇▇the “Investment Agreement”), by and among Madison Dearborn Capital Partners VI-▇▇▇▇ EA, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners VI Executive-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER A, L.P., a Delaware limited partnership and Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (please print or type name each, a “Purchaser” and address) the within Security and all rights thereundercollectively, “Purchasers”), and hereby irrevocably constitute EVO Payments, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will issue and appoint Attorney sell, and the Purchasers will purchase, 152,250 shares (the “Shares”) of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to transfer them in the Security on Investment Agreement. As of the books date hereof, the undersigned (“Stockholder”) is the record or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Acknowledgment and Support Agreement (this “Support Agreement”) whenever the term “beneficial owner” or “beneficially own” is used) of the number of shares of common stock, par value $0.0001 per share of the Company with full power (the “Company Common Stock”), set forth below Stockholder’s name on the signature page hereto (all shares of substitution in Company Common Stock for which Stockholder is or becomes the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration record or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring beneficial owner prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ termination of this Support Agreement being referred to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, herein as amended (the “Securities Act”Covered Shares” ); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under . Stockholder acknowledges and agrees that the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part execution of this Security, state Support Agreement and its delivery to each Purchaser by Stockholder is a material inducement to each Purchaser to enter into the principal amount to be converted (must be in multiples of $1,000): $ If you want Investment Agreement and purchase the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s socShares. sec. or tax I.D. no.) (Print or type other person’s name, address Stockholder hereby acknowledges and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable agrees to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5following:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= ENT(= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date______________, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
o (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit I to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Seller By
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OR| OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: _______________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited TiVo Inc. or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act; or
(4) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Tivo Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited Motorola Solutions, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and , ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.Attention: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Treasurer I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited Motorola Solutions, Inc. or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or;
(3) ¨ to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A;
(4) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or Act; or
(5) pursuant to any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (35) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4) or (5) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinionscertifications and, certifications and in the case of item (5), such other evidence as or legal opinions required by the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Motorola Solutions, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST FOR VALUE RECEIVED, the undersigned hereby transfers to (PRINT NAME AND WITHOUT CHARGE ADDRESS OF TRANSFEREE) US$ principal amount of this Note, and all rights with respect thereto, and irrevocably constitutes and appoints as attorney to transfer this Note on the books kept for registration thereof, with full power of substitution. Certifying Signature Signed Note:
(i) The signature on this transfer form must correspond to the name as it appears on the face of this Note in every particular.
(ii) A COPY OF THE INDENTURErepresentative of the Holder of the Note should state the capacity in which he or she signs (e.g., executor).
(iii) The signature of the person effecting the transfer shall conform to any list of duly authorized specimen signatures supplied by the registered holder or shall be certified by a bank which is a member of the Medallion Program or in such other manner as any Paying Agent, the Registrar or Transfer Agent may require. REQUESTS MAY BE MADE TOIf you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, check the box: Avago Technologies Limited o If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or 4.13 of the Indenture, state the amount (in original principal amount) below: US$ . Wire transfer instructions for delivery of proceeds from the purchase of the Note are as follows: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee*: *Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. C-▇▇ I, [Name], [Title], acting on behalf of Bright Scholar Education Holdings Limited, hereby certify that:
(A) the persons listed below are (i) Authorized Officers of the Company for purposes of the Indenture dated as of July 31, 2019 (as amended, modified or supplemented from time to time, the “Indenture”) among Bright Scholar Education Holdings Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company”), certain entities listed on Schedule I thereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”); and (ii) the duly authorized person who executed or will execute the Indenture and the Notes (as defined in the Indenture) by his manual or facsimile signature or signature in scanned format delivered through e-mail was at the time of such execution, duly elected or appointed, qualified and acting as the holder of the office set forth opposite his name;
(B) each signature appearing on Schedule 1 attached hereto is the person’s genuine signature; and
(C) attached hereto as Schedule II is a true, correct and complete specimen of the certificates representing the Notes (with the Subsidiary Guarantees endorsed thereon). Authorized Officers: IN WITNESS WHEREOF, I have hereunto signed my name. BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED By: Name: Title: I, [Name], [Title], of , acting on behalf of [Name of Subsidiary Guarantor], a Subsidiary Guarantor listed in Schedule I to the Indenture (as defined below) (the “Subsidiary Guarantor”), hereby certify that:
(A) the persons listed below are (i) Authorized Officers of the Subsidiary Guarantor for purposes of the Indenture dated as of July 31, 2019 (as amended, modified or supplemented from time to time, the “Indenture”) among Bright Scholar Education Holdings Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company”), the entities listed on Schedule I thereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”); and (ii) the duly authorized person who executed or will execute the Indenture and the Subsidiary Guarantee (as defined under the Indenture) endorsed on the Notes (as defined under the Indenture) by his manual or facsimile signature or signature in scanned format delivered through e-mail was at the time of such execution, duly elected or appointed, qualified and acting as the holder of the office set forth opposite his name;
(B) each signature appearing below is the person’s genuine signature; and
(C) attached hereto as Schedule II is a true, correct and complete specimen of the certificates representing the Notes (with the Subsidiary Guarantees endorsed thereon). Authorized Officers: IN WITNESS WHEREOF, I have hereunto signed my name. [Name of Subsidiary Guarantor] By: Name: Title: The Bank of New York Mellon, London Branch On▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as Paying Agent) The Bank of New York ▇▇▇▇▇▇ ▇▇/NV, Building 90 San Jose, CA 95131 Attention: Luxembourg Branch Vertigo Building-Polaris 2-▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L-2453 Luxembourg (as Registrar and Transfer Agent) Re: 7.45% Senior Notes Due 2022 of Bright Scholar Education Holdings Limited Reference is hereby made to the Indenture dated as of July 31, 2019 (as amended, modified or supplemented from time to time, the “Indenture”) among Bright Scholar Education Holdings Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company”), the entities listed on Schedule I thereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon, London Branch (the “Trustee”). Terms used herein are used as defined in the Indenture. The Company hereby appoints The Bank of New York Mellon, London Branch, a banking corporation organized and existing under the laws of the State of New York with limited liability and operating through its branch in London at On▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , as the paying agent (the “Paying Agent”), and ▇▇The Bank of New York ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: /NV, Luxembourg Branch as the registrar (▇▇▇the “Registrar”) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER and transfer agent (please print or type name and address) the within Security and all rights thereunder“Transfer Agent”, and together with the Paying Agent and Registrar, the “Agents” and each an “Agent”) with respect to the Notes and each Agent hereby irrevocably constitute accepts such appointment. By accepting such appointment, each Agent agrees to be bound by and appoint Attorney to transfer perform the Security services with respect to itself set forth in the terms and conditions set forth in the Indenture and the Notes, as well as the following terms and conditions to all of which the Company agrees and to all of which the rights of the holders from time to time of the Notes shall be subject:
(a) Each Agent shall be entitled to the compensation to be agreed upon in writing with the Company and the Subsidiary Guarantors, jointly and severally, for all services rendered by it under the Indenture, and the Company and the Subsidiary Guarantors, jointly and severally, agree promptly to pay such compensation and to reimburse each Agent for its out-of-pocket expenses (including fees and expenses of counsel) properly incurred by it in connection with the services rendered by it under the Indenture and this letter, which sum shall be paid free and clear of deduction and withholding on account of taxation, set off and counterclaim. The Company and the books Subsidiary Guarantors jointly and severally hereby agree to indemnify each Agent and its officers, directors, agents and employees and any successors thereto for, and to hold it harmless against, any loss, liability or expense (including fees and expenses of counsel) properly incurred without gross negligence or willful misconduct on its part arising out of or in connection with its acting as an Agent hereunder. Under no circumstance will any Agent be liable to any party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (being loss of business, goodwill or opportunity of profit) whether or not foreseeable, even if it has been advised of such loss or damage and regardless of the form of action. This provision shall remain in full force and effect notwithstanding the discharge of the Notes and or the resignation or replacement or removal of the Agents. The obligations of the Company and the Subsidiary Guarantors under this paragraph (a) shall survive the payment of the Notes, the termination or expiry of the Indenture or this letter and the resignation or removal of the Agents.
(b) In acting under the Indenture and in connection with the Notes, the Agents are acting solely as agents of the Company and do not assume any fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes, except that all funds held by the Agents for the payment of principal interest or other amounts (including Additional Amounts) on, the Notes shall, subject to the provisions of the Indenture, be held by the Agents and applied as set forth in the Indenture and in the Notes, but need not be segregated from other funds held by the Agents, except as required by law.
(c) Each Agent may consult with counsel satisfactory to it and any advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it under the Indenture in good faith and in accordance with such advice or opinion.
(d) Each Agent shall be fully protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties.
(e) Each Agent and any of its Affiliates, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, any Notes or other obligations of the Company with full power of substitution the same rights that it would have if it were not an Agent, and may engage or be interested in the premises. Dated: NOTICE: The signature on this assignment must correspond any financial or other transaction with the name Company, and may act on, or as depository, Trustee or agent for, any committee or body of holders of Notes or other obligations of the Company, as freely as if it appears were not an Agent.
(f) Each Agent shall give the Trustee written notice of any failure by the Company (or by any other obligor on the Notes or the Subsidiary Guarantees) to make any payment of the principal, or premium or interest on, the Notes and any other payments to be made on behalf of the Company under the Indenture, when the same shall be due and payable and at any time during the continuance of any such failure the Agents will pay any such sums so held by it to the Trustee upon the face Trustee’s written request.
(g) None of the within Security in every particular without alteration or enlargement or Agents shall be under any change whatsoever and be guaranteed liability for interest on any monies received by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate provisions of the Indenture or the Notes.
(h) Each Agent shall be obligated to perform such duties and only such duties as are in the name Indenture and the Notes specifically set forth, and no implied duties or obligation shall be read into the Indenture or the Notes against such Agent. None of the Agents shall be under any person other than obligation to take any action under the registered Holder thereofIndenture which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. None of the Agents shall have any obligation to expend its own funds or otherwise incur any financial liability in the performance of its obligations hereunder or under the Indenture. Notwithstanding anything contained herein to the contrary, the obligations of the Agents under this letter are several and not, and shall under no circumstances be deemed to be, joint.
(i) The Agents may at any time resign by giving written notice of its resignation to the Company and the Trustee and specifying the date on which its resignation shall become effective; providedprovided that such date shall be at least 60 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, however, that if item (3) is checked, required by the Indenture the Company shall promptly appoint a successor agent by written instrument substantially in the form hereof in triplicate signed on behalf of the Company, one copy of which shall be delivered to the transfer resigning Agent, one copy to the successor agent and one copy to the Trustee. Upon the effectiveness of the appointment of a successor agent, the resigning Agent shall have no further obligations under this letter or the Registrar may requireIndenture. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation and (ii) the acceptance of appointment by the successor agent, prior as provided below. The Company may, at any time and for any reason, remove an Agent and appoint a successor agent, by written instrument in triplicate signed on behalf of the Company, one copy of which shall be delivered to registering such Agent being removed, one copy to the successor agent and one copy to the Trustee. Any removal of the Agent and any appointment of a successor agent shall become effective upon acceptance of appointment by the successor agent as provided below. Upon its resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all properly incurred out-of-pocket expenses in connection with the services rendered by it hereunder. The Company shall remove an Agent and appoint a successor agent if an Agent (i) shall become incapable of acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (iv) shall consent to, or shall have had entered against it a court order for, any such transfer relief or to the appointment of or taking possession by any such official in any involuntary case or other proceedings commenced against it, (v) shall make a general assignment for the benefit of creditors or (vi) shall fail generally to pay its debts as they become due. Any successor agent appointed as provided herein shall execute and deliver to its predecessor and to the Company and the Trustee an instrument accepting such appointment (which may be in the form of an acceptance signature to the letter of the SecuritiesCompany appointing such agent) and thereupon such successor agent, in their sole discretionwithout any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as an Agent and such written legal opinionspredecessor shall pay over to such successor agent all monies or other property at the time held by it hereunder. If no successor is appointed by the Company within 30 days of the resignation or removal of any Agent, certifications and other evidence as (i) the Registrar retiring Agent may (at the expense of the Company) appoint a successor (ii) the retiring Agent (at the expense of the Company) or the Company have reasonably requested may petition any court of competent jurisdiction for the appointment of a successor agent.
(j) Notwithstanding anything contained herein to confirm the contrary, each of the Company and the Subsidiary Guarantors hereby irrevocably agrees that such transfer is being made pursuant any and all of the rights and obligations of any Agent (except the Trustee) and, to an exemption from, or in a transaction not subject tothe extent applicable, the registration requirements obligations of the Securities Act of 1933, as amended. If none of Company and the foregoing items are checked, Subsidiary Guarantors toward any Agent (except the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration Trustee) set forth herein and in the Indenture shall be deemed to have been satisfied. Dated: Signed: Signature Guarantee: To convert included in this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted letter.
(must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.k) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Notwithstanding anything contained herein to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by contrary, the Company pursuant to Section 3.01 obligations of the Indenture, check the box: If you want each Agent under this letter are several and not joint and should be independently construed and each Agent shall not be liable for each other’s acts or omissions to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 act.
(l) Each of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5may
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants tenant by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ Engle Homes, Inc., 123 N.W. 13th Street, Boca Raton, Florida 33432, At▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attentionon: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.Corporate ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ . ASSIGNMENT FORM I or we assign and transfer this Security to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print Print or type name name, address and addresszip code of assignee) the within (Insert Social Security or other identifying number of assignee) and all rights thereunder, and hereby irrevocably constitute and appoint Attorney agent to transfer the this Security on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering resales of this Security (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) June 12, 2000, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, with the transfertransfer and that:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act144A thereunder. Unless one of the items OR
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.15 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Biltmore South Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURETo request a copy of the Certificate of Designations, which the Company will provide to any Holder at no charge, please send a written request to the following address: Subject to the terms of the Certificate of Designations, by executing and delivering this Optional Exchange Notice, the undersigned Holder of the Exchangeable Preferred Stock identified below directs the Company to Exchange (check one): ☐ all of the shares of Exchangeable Preferred Stock ☐ ____________________* shares of Exchangeable Preferred Stock identified by Certificate No. REQUESTS MAY BE MADE TO____________________. (Optional) Identify account within the United States to which any cash Exchange Consideration will be wired: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇SWIFT Code: Bank Address: Account Number: Account Name: By: Name: Title: _____________________ * Must be a whole number. Subject to the terms of the Certificate of Designations, Building 90 San Joseby executing and delivering this Fundamental Change Repurchase Notice, CA 95131 Attentionthe undersigned Holder of the Exchangeable Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Exchangeable Preferred Stock ☐ ____________________* shares of Exchangeable Preferred Stock identified by Certificate No. ____________________. (Optional) Identify account within the United States to which the Fundamental Change Repurchase Price will be wired: ▇▇▇▇▇▇▇ ▇SWIFT Code: Bank Address: Account Number: Account Name: The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇By: Name: Title: _____________________ * Must be a whole number. ▇▇▇▇▇▇ Facsimile Subject to the terms of the Certificate of Designations, the undersigned Holder of the Exchangeable Preferred Stock identified below assigns (check one): ☐ all of the shares of Exchangeable Preferred Stock ☐ ____________________1 shares of Exchangeable Preferred Stock identified by Certificate No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security . ____________________, and all rights thereunder, to: Address: Social security or tax identification number: and hereby irrevocably constitute and appoint Attorney appoints: as agent to transfer the Security such shares on the books of the Company with full power of substitution in the premisesCompany. DatedThe agent may substitute another to act for him/her. By: NOTICEName: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and Title: _____________________ 1 Must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable whole number. THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
1. Prior to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior Closing, Parent will contribute to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may requirefor further contribution to Shentel Broadband Operations LLC, prior to registering any such transfer a Delaware limited liability company and direct, wholly owned Subsidiary of the SecuritiesCompany (“Shentel Operations”), in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements all of the Securities Act equity interests of 1933its direct, as amendedwholly owned Subsidiaries, Shenandoah Personal Communications LLC and Shenandoah Telephone Company.
2. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Prior to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want Closing, Parent will contribute to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check for further contribution to Shentel Operations (or one of its Subsidiaries), or otherwise assign or transfer to Shentel Operations (or one of its Subsidiaries), all of the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on operating assets, properties and rights owned by Parent, except for any Holding Company Assets.
3. Immediately following the other side consummation of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Acquisition, Parent will contribute to the Trustee.Company, for further contribution to Shentel Operations (or one of its Subsidiaries), all of the equity interests of the Target Company. (Attached) SCHEDULE A5[closing date]
Appears in 1 contract
Sources: Investment Agreement (Shenandoah Telecommunications Co/Va/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to AMVESCAP PLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Building 90 San Jose▇.▇., CA 95131 Attention: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ , Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇ Facsimile No.: --------------------------------- (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of the date of an effective Registration Statement or , the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation ------ or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Indenture (Amvescap PLC/London/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Issuer will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Social Security or Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney agent to transfer the Security this Note on the books of the Company Issuer with full power of substitution in the premises. Dated:________________________________ Signed: NOTICE(sign exactly as name appears on the other side of this Note) Signature Guarantee2: The signature on this assignment 2 Signatures must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Note Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the RegistrarSecurities Exchange Act of 1934, as amended. Signature Guarantee: In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the date following the first anniversary of the original issuance of this Note, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, with the transfertransfer and further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checkedamended, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill certification in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Exhibit F to the TrusteeIndenture is being furnished herewith.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURETo request a copy of the Warrant Agreement, which the Company will provide to any Holder at no charge, please send a written request to the following address: Subject to the terms of the Warrant Agreement, by executing and delivering this Optional Exercise Notice, the undersigned Holder of the Warrant identified below hereby elects to Optional Exercise (check one): all of the Underlying Shares of the Warrant Underlying Shares of the Warrant identified by Certificate No. REQUESTS MAY BE MADE TO. Settlement Method (check one): Physical Settlement. Cashless Settlement. (If Physical Settlement) Aggregate Strike Price: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Cash in an amount equal to $___________________. The undersigned requests that the Underlying Shares issuable upon exercise of the Warrant to be in registered form in the authorized denominations, Building 90 San Joseregistered in such names and delivered, CA 95131 Attentionall as specified in accordance with the instructions set forth below. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: ▇▇▇▇▇▇▇ ▇Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: By delivery of this Optional Exercise Notice the undersigned represents and warrants to the Company and the Exchange Agent that the Exercise requested pursuant to this Optional Exercise Notice will not result in the undersigned becoming the beneficial owner of shares of Common Stock in excess of the NYSE Ownership Limitation. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.Date: (▇▇▇Legal Name of Holder) ▇▇▇-▇▇▇▇ E-mailBy: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign Name: Title: Must be in an Authorized Denomination. Subject to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER the terms and conditions of the Warrant Agreement, including satisfaction of the delivery requirements of Section 3(g)(ii)(1), the undersigned Holder of the Warrant identified below assigns (please print or type name and address) check one): all of the within Security Underlying Shares of the Warrant Underlying Shares of the Warrant identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and hereby irrevocably constitute and appoint Attorney appoints: as agent to transfer the Security within Warrant on the books of the Company with full power Company. The agent may substitute another to act for him/her. Date: (Legal Name of substitution Holder) By: Name: Title: Must be in the premisesan Authorized Denomination. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the RegistrarTHIS SECURITY, THE EXERCISE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER AS SET FORTH IN THE COMPANY’S CHARTER, AS THE SAME MAY BE IN EFFECT FROM TIME TO TIME, AND THE COMPANY WILL FURNISH A FULL STATEMENT ABOUT CERTAIN RESTRICTIONS ON OWNERSHIP AND TRANSFER OF STOCK ON REQUEST AND WITHOUT CHARGE. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. RE: Exemption from Common Stock Ownership Limit and Aggregate Stock Ownership Limit Ladies and Gentlemen: Reference is made to (a) the charter (the “Securities ActCharter”) of FrontView REIT, Inc., a Maryland corporation (the “Company”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under , including the Securities Act or any other available exemption from the registration requirements terms of the Securities Act. Unless one Company’s common stock, $0.01 par value per share (the “Common Stock”), and convertible perpetual preferred stock, $0.01 par value per share designated as “Series A Convertible Perpetual Preferred Stock” (the “Series A Preferred Stock”), and (b) the limitations on stock ownership contained in Article VII of the items (1) through (3) is checkedCharter, which, along with other provisions in the Registrar will refuse Charter, are designed to register any facilitate the Company’s qualification as a REIT for U.S. federal income tax purposes and generally limit ownership of the Securities evidenced (i) Capital Stock by this certificate a Person to not more than 9.8% in value of the aggregate of the outstanding shares of Capital Stock and (ii) Common Stock by a Person to not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock, in each case subject to adjustment as provided in the name Charter. Except as otherwise indicated, capitalized terms used herein have the meanings provided in the Charter. Maewyn FVR II LP, a Delaware limited partnership (the “Investor”), based on a capital commitment of any person other than the registered Holder thereof; providedup to $30,000,000, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior would like to registering any such transfer acquire up to 300,000 shares of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as Series A Preferred Stock (the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.“Investor Preferred Shares”) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by from the Company pursuant to Section 3.01 that certain Investment Agreement by and between the Company and the Investor, dated as of the Indenturedate hereof (the “Investment Agreement”). The Investor currently Constructively Owns 567,000 Common Stock through one of its investors (the “Constructively Owned Common Stock”). The Investor Preferred Shares may, check under certain terms and conditions set forth in the box: If you want to elect to have only part of this Security purchased by Transaction Documents (as defined in the Investment Agreement), be converted into Common Stock initially at $17 per share. Additionally, the Investor Preferred Shares may, under certain terms and conditions set forth in the Transaction Documents, be redeemed for cash in which case the Company would issue the Investor a warrant exercisable for Common Stock initially at a strike price of $17 per share (the Common Stock issuable under either the terms of the Investor Preferred Shares or the warrant together with the Constructively Owned Common Stock, the “Investor Common Shares,” and together with the Investor Preferred Shares, the “Investor Shares”). The Investor has requested an exemption from the “Common Stock Ownership Limit” and the “Aggregate Stock Ownership Limit” in the Charter so that the Investor Group (as defined below) would be an Excepted Holder with respect to the Investor Shares with an Excepted Holder Limit that would permit it to own up to (i) 15% in value or in number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Common Stock or such higher percentage ownership as may result from the default, exclusion or redemption of any stockholder(s) of the Company or any other event or circumstance beyond the control of the Investor (the “Investor’s Common Excepted Holder Limit”) and (ii) 15% in value of the aggregate of the outstanding shares of Capital Stock or such higher percentage ownership as may result from the default, accrual of dividends on the Investor Preferred Shares, exclusion or redemption of any stockholder(s) of the Company or any other event or circumstance beyond the control of the Investor (the “Investor’s Aggregate Excepted Holder Limit” and, together with the Investor’s Common Excepted Holder Limit, the “Investor’s Excepted Holder Limits”), in all cases subject to the terms and conditions set forth in this letter agreement (this “Agreement”). The Investor understands that the Board, in its sole and absolute discretion, may exempt (prospectively or retroactively) a Person from the Common Stock Ownership Limit and Aggregate Stock Ownership Limit by creating an “Excepted Holder Limit” for such Person pursuant to Section 3.01 7.2.7 of the IndentureCharter, state if the principal amount requirements of Section 7.2.7 of the Charter are satisfied (with such exempted person being referred to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeCharter as an “Excepted Holder”).) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodiancustodian), and U/G/M/A ((= Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign and transfer this Security to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print Print or type name and assignee’s name, address) the within Security and all rights thereunder, and hereby zip code) and irrevocably constitute and appoint Attorney agent to transfer the this Security on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): Your signature: (Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed bySignature Guarantee: (All signatures Signature must be guaranteed by participant in a guarantor institution participating in the Securities Transfer Agents recognized Signature Guarantee Medallion Program (or in such other guarantee signature guarantor program reasonably acceptable to the Trustee.)
(i) Certificate No. the due and punctual payment of Security: Principal Amount the principal of this Security: $ If you want and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to elect to have this Security purchased by the extent lawful, and the due and punctual performance of all other obligations of the Company pursuant to Section 3.01 the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each holder of a Security by accepting a Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: If you want to elect to certificate of authentication on the Securities upon which the Guarantee is noted shall have only part of this Security purchased been executed by the Company pursuant to Section 3.01 of Trustee under the Indenture, state the principal amount to be so purchased Indenture by the Company: $ (in an integral multiple manual signature of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side one of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trusteeits authorized officers.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Senior Notes Indenture (Western Pacific Housing Del Valle LLC)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY ISSUER WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR THE SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security Note and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security Note on the books of the Company Issuer with full power of substitution in the premises. Dated: :________________________________ _____________________________________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Notes Transfer Agents Medallion Program or in such other guarantee program acceptable to the RegistrarTrustee. Signature Guarantee:____________________________________________________________ Certificate No. of Note: In connection with any transfer of ___________ If you want to elect to have this Security occurring prior to Note purchased by the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ Issuer pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements Section 4.01 of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Supplemental Indenture, check the box: To convert o If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.05(A)(iii)(c) of the Supplemental Indenture, check the box: o If you want to elect to have only part of this SecurityNote purchased by the Issuer pursuant to Section 4.01 or 4.05(A)(iii)(c) of the Supplemental Indenture, as applicable, state the principal amount to be converted (must be in multiples of $1,000): $ If you want so purchased by the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form belowIssuer: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): Signatures: (Sign exactly as your name(s) appear(s) on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Notes Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. The following exchanges of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only a part of this Security purchased by the Company pursuant to Section 3.01 Global Note for an interest in another Global Note or for Notes in certificated form, have been made: Date of the Indenture, state the principal Exchange Amount of decrease in Principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Global Note Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side Increase in Principal amount of this SecurityGlobal Note Principal amount of this Global Note following such decreaseor increase Signature or authorized signatory of Trustee or Note Custodian Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) Signature(sMAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. ▇▇▇▇▇▇▇-▇▇▇▇▇▇, INC., SUPPLEMENTAL INDENTURE NO. [_] (the “Supplemental Indenture”), dated as of [__], among ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Inc., as issuer (the “Issuer”), the Subsidiary Guarantor[s] (as defined herein) guaranteed by: party hereto (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to “New Guarantor[s]”) and [legal name of trustee], as trustee (the “Trustee”).) SCHEDULE A5
Appears in 1 contract
Sources: Supplemental Indenture (Kennedy-Wilson Holdings, Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: TEN regulations. TEN-COM (= as tenants in common), TEN common TEN-ENT (= as tenants by the entirety), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (under Uniform Gifts to Minors ActAct Additional abbreviations may also be used though not in the above list. Piedmont Office Realty Trust, Inc., a Maryland Corporation (hereinafter referred to as the “Guarantor,” which term includes any successor under the Indenture, referred to below). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Josehereby irrevocably and unconditionally guarantees on a senior basis on the terms set forth in the Indenture the Guarantee Obligations, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: which include (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and addressi) the within Security due and all rights thereunder, punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and hereby irrevocably constitute and appoint Attorney to transfer the Security Interest on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended 4.450% Senior Notes due 2024 (the “Securities ActNotes”); or
) of Piedmont Operating Partnership, LP, a Delaware limited partnership (3) ¨ pursuant to an exemption from registration provided by Rule 144 the “Issuer,” which term includes any successor thereto under the Securities Act Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the due and punctual performance of all other available exemption from the registration requirements obligations of the Securities Act. Unless one Issuer, to the Holders of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent Notes or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security all in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be terms set forth in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 Article XV of the Indenture, check and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the box: If you want same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to elect an Indenture dated as of March 6, 2014 (the “Base Indenture”), as supplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of March 6, 2014 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have only part the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XV of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this Security purchased Guarantee. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Company pursuant to Section 3.01 Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Indenture, state Guarantor under this Guarantee shall be limited as provided in Article XV of the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Base Indenture to the Trusteeextent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XV OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT EMPLOYMENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ Requests may be made to SAFETY-KLEEN CORP., 1301 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Building 90 San Jose▇▇▇▇▇ ▇▇▇, CA 95131 Attention: ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Henr▇ ▇. ▇▇▇▇▇▇, ▇▇▇ q. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of the date of an effective Registration Statement or May 17, 2001 the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); amended, provided by Rule 144A thereunder. or
(3b) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5____________________ _____________________________
Appears in 1 contract
Sources: Indenture (Safety Kleen Corp/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= TENENT (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). To request a copy of the Certificate of Designation, which the Corporation will provide to any Holder at no charge, please send a written demand to the following address: Subject to the terms of the Certificate of Designation, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Corporation to convert (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock Name: Title: *Must be a whole number. Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Name: Title: *Must be a whole number. Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Name: Title: THE COMPANY WILL FURNISH SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY HOLDER UPON WRITTEN REQUEST PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND WITHOUT CHARGE A COPY TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE INDENTURERESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION RELATED TO THIS SECURITY FILED BY THE ISSUER ON [●], 2022 (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME). REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments 3 Section 1.5 Subsequent Holder Notice 3 Section 1.6 Underwritten Offering 3 Section 1.7 Take-Down Notice 4 Section 1.8 Block Trades 4 Article II Company Registration 5 Section 2.1 Notice of Registration 5 Section 2.2 Underwriting 5 Section 2.3 Right to Terminate Registration 6 Article III Additional Provisions Regarding Registration Rights 6 Section 3.1 Registration Procedures 6 Section 3.2 Limitation on Subsequent Registration Rights 9 Section 3.3 Expenses of Registration 9 Section 3.4 Information by Holders 9 Section 3.5 Rule 144 Reporting 10 Section 3.6 “Market Stand-Off” Agreement 10 Article IV Indemnification 11 Section 4.1 Indemnification by Company 11 Section 4.2 Indemnification by Holders 11 Section 4.3 Notification 12 Section 4.4 Contribution 13 Article V Transfer and Termination of Registration Rights 13 Section 5.1 Transfer of Registration Rights 13 Section 5.2 Termination of Registration Rights 14 Article VI Miscellaneous 14 Section 6.1 Counterparts 14 Section 6.2 Governing Law. 14 Section 6.3 Entire Agreement; No Third Party Beneficiary 15 Section 6.4 Expenses 15 Section 6.5 Notices 15 Section 6.6 Successors and Assigns 16 Section 6.7 Headings 16 Section 6.8 Amendments and Waivers 16 Section 6.9 Interpretation; Absence of Presumption 17 Section 6.10 Severability 17 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and among Upland Software, Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”), and ▇▇▇▇▇▇▇ ▇▇▇▇Aggregator, Building 90 San JoseLP, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇a Delaware limited partnership and [●], a [●] (the “Investors” and each an “Investor”). ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. This Agreement is entered into in connection with the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books closing of the Company with full power issuance of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face 115,000 shares of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in Series A Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to Purchase Agreement, dated as of July 14, 2022, by and among the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to Company and the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended Investors (the “Securities ActPurchase Agreement”); or
(3) ¨ pursuant . As a condition to an exemption from registration provided by Rule 144 each of the parties’ obligations under the Securities Act or any other available exemption from Purchase Agreement, the Company and the Investors are entering into this Agreement for the purpose of granting certain registration requirements rights to the Investors. In consideration of the Securities Act. Unless one of premises and the items (1) through (3) is checkedmutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the Registrar will refuse to register any receipt and sufficiency of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) which is checkedhereby acknowledged, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence parties agree as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5follows:
Appears in 1 contract
Sources: Securities Purchase Agreement (Upland Software, Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations. TEN-COM: TEN COM (= as tenants in common), TEN ENT (= common TEN-ENT: as tenants by the entirety), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (under Uniform Gifts to Minors ActAct Additional abbreviations may also be used though not in the above list. Piedmont Office Realty Trust, Inc., a Maryland Corporation (hereinafter referred to as the “Guarantor,” which term includes any successor under the Indenture, referred to below). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Josehereby irrevocably and unconditionally guarantees on a senior basis on the terms set forth in the Indenture the Guarantee Obligations, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: which include (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and addressi) the within Security due and all rights thereunder, punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and hereby irrevocably constitute and appoint Attorney to transfer the Security Interest on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended 2.750% Senior Notes due 2032 (the “Securities ActNotes”); or
) of Piedmont Operating Partnership, LP, a Delaware limited partnership (3) ¨ pursuant to an exemption from registration provided by Rule 144 the “Issuer,” which term includes any successor thereto under the Securities Act Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the due and punctual performance of all other available exemption from the registration requirements obligations of the Securities Act. Unless one Issuer, to the Holders of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent Notes or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security all in accordance with the terms set forth in Article 15 of the Base Indenture, check and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the box: To convert only part same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to an Indenture dated as of March 6, 2014 (the “Base Indenture”), as supplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of September 20, 2021 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this SecurityGuarantee. The Guarantor hereby waives diligence, state the principal amount to be converted (must be in multiples presentment, demand of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s namepayment, fill filing of claims with a court in the form below: event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (Insert other persondirect or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s socobligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. secThis is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) obligatory for any purpose until the certificate of authentication on the other side Note upon which this Guarantee is endorsed shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Security) Signature(s) guaranteed by: (All signatures must Guarantee shall be guaranteed by a guarantor institution participating limited as provided in Article 15 of the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Base Indenture to the Trustee.) Certificate Noextent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by THE TERMS OF ARTICLE 15 OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by, and construed in accordance with, the Company pursuant to Section 3.01 laws of the Indenture, check the box: If you want to elect to have only part State of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeNew York.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Third Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY ISSUER WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE BASE INDENTURE OR THE SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security Note and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security Note on the books of the Company Issuer with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Notes Transfer Agents Medallion Program or in such other guarantee program acceptable to the RegistrarTrustee. Signature Guarantee: In connection with any transfer Certificate No. of Note: ___________ If you want to elect to have this Security occurring prior to Note purchased by the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ Issuer pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements Section 4.01 of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Supplemental Indenture, check the box: To convert ☐ If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.05(A)(iii)(c) of the Supplemental Indenture, check the box: ☐ If you want to elect to have only part of this SecurityNote purchased by the Issuer pursuant to Section 4.01 or 4.05(A)(iii)(c) of the Supplemental Indenture, as applicable, state the principal amount to be converted (must be in multiples of $1,000): $ If you want so purchased by the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form belowIssuer: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: :__________________ Signature(s): ____________________________________ _______________________________________________ (Sign exactly as your name(s) appear(s) on the other side of this SecurityNote) Signature(s) guaranteed by: ___________________________________________________ (All signatures must be guaranteed by a guarantor institution participating in the Securities Notes Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. The following exchanges of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only a part of this Security purchased by Global Note for an interest in another Global Note or for Notes in certificated form, have been made: Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the Company pursuant to Section 3.01 of the Indenturefollowing form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, state the principal amount to be so purchased by the Company: $ AND NO TRANSFER OF THIS SECURITY (in an integral multiple of $1,000OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) Date: Signature(s): MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: “DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeAND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.) Certificate No, HAS AN INTEREST HEREIN. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the CompanyTRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeBUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. ▇▇▇▇▇▇▇-▇▇▇▇▇▇, INC.) SCHEDULE A5,
Appears in 1 contract
Sources: Supplemental Indenture (Kennedy-Wilson Holdings, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books To request a copy of the Certificate of Designations, which the Company with full power of substitution in will provide to any Holder at no charge, please send a written request to the premises. Datedfollowing address: NOTICE: The signature on this assignment must correspond with Subject to the name as it appears upon the face terms of the within Security in every particular without alteration or enlargement or any change whatsoever Certificate of Designations, by executing and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of delivering this Security occurring prior to the Resale Restriction Termination DateConversion Notice, the undersigned confirms that it is makingHolder of the Convertible Preferred Stock identified below directs the Company to convert (check one): o all of the shares of Convertible Preferred Stock ¨ ____________ * shares of Convertible Preferred Stock identified by Certificate No. . By: Name: Title: Signature Guaranteed: By: * Must be a whole number. Subject to the terms of the Certificate of Designations, by executing and it has not utilized any general solicitation or general advertising in connection withdelivering this Change of Control Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Change of Control Repurchase Right with respect to (check one): o all of the shares of Convertible Preferred Stock o ____________ 1 shares of Convertible Preferred Stock identified by Certificate No. . The undersigned acknowledges that the Certificate identified above, duly endorsed for transfer:
(1) ¨ , must be delivered to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to the Company before the Change of Control Repurchase Price will be paid. By: Name: Title: Signature Guaranteed: By: 1 Must be a registration statement which has become effective under the Securities Act of whole number. THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as amended of April 15, 2024 by and among Rhythm Pharmaceuticals, Inc., a Delaware corporation (the “Securities ActCompany”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under , and the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate “Purchasers” named in the name Investment Agreement, dated as of any person other than the registered Holder thereof; providedApril 1, however2024, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications by and other evidence as the Registrar or among the Company and the Purchasers identified on Schedule I attached thereto (the “Investment Agreement”). Capitalized terms used herein have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security respective meanings ascribed thereto in the name of any person other than the Holder hereof Investment Agreement unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfiedotherwise defined herein. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly The parties hereby agree as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5follows:
Appears in 1 contract
Sources: Investment Agreement (Rhythm Pharmaceuticals, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OR| OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: _______________ NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited TiVo Inc. or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act; or
(4) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (34) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (34) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If item (3) is checked, the purchaser must complete the certification below. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: _________ Signed: (Sign exactly as name appears on the other side of this Security) Signature Guarantee: TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A and acknowledges that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _________ NOTICE: To be executed by an executive officer To convert this Security in accordance with the Indenture, check the box: £ To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares Common Stock issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: _________________ Signature(s): _________________________________________ (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5)
Appears in 1 contract
Sources: Indenture (Tivo Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment Signature Guarantee:1 By:2 1 Signatures must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Association Medallion Program (“STAMP”) or in such other “signature guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, program” as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided may be determined by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption fromaddition to, or in a transaction not subject tosubstitution for, the registration requirements of STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended. 2 To be executed by an executive officer. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions wishes to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to Repurchase Notes Upon a Change of Control) of the Indenture, check the box: If you want to elect the Holder hereof wishes wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to Repurchase Notes Upon a Change of Control) of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of original principal amount) below: $1,000) ____________________. Date: Signature(s): :____________ Your Signature:__________________________ (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Signature Guarantee:1_____________________________
Appears in 1 contract
Sources: First Supplemental Indenture (Range Resources Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to GST Equipment Funding, Inc., ▇▇▇▇ ▇.▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San JoseVancouver, CA 95131 Washington 98662, Attention: ▇▇▇▇▇▇▇ ▇Chief Executive Officer. ▇▇▇▇▇▇▇▇▇ [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and address) address including zip code of assignee the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES, PERMANENT OFFSHORE GLOBAL SECURITIES AND PERMANENT OFFSHORE PHYSICAL SECURITIES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date of an effective Registration or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [CHECK ONE]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act144A thereunder. Unless one of the items OR
(1b) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: ------------------------------------ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Signed: Signature Guarantee------------------------------------ NOTICE: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect wish to have this Security Note purchased by the Company pursuant to Section 3.01 4.12 or Section 4.14 of the Indenture, check the boxBox: |_| If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.12 or Section 4.14 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of principal amount): $1,000) ----------------. Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder Securityholder or an assignee, such as: TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE The Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the Supplemental Indenture, which contains the text of this Note in larger type. Requests may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc., 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary. JPMORGAN CHASE BANK Transfer Agent and Paying Agent SOUTHWESTERN PUBLIC SERVICE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREBy: Name: Title: By: Name: Title: Attest: By: Name: Title: [Assistant] Secretary Certificate of Authentication JPMorgan Chase Bank, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. REQUESTS MAY BE MADE TOJPMORGAN CHASE BANK By: Avago Technologies Limited Authorized Signature Name: Title: To assign this Note, fill in the form below: : : : : (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Note on the books of the Company. That agent may substitute another to act for him. Date: __________________ Your Signature ___________________ This is to certify that as of the date hereof with respect to U.S. $____________ principal amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer or for exchange where the securities issuable upon such exchange are to be registered in a name other than that of the undersigned holder (each such transaction being a “transfer”), the undersigned holder of the Surrendered Notes represents and certifies for the benefit of Southwestern Public Service Company and JPMorgan Chase Bank, as Trustee, that the transfer of Surrendered Notes associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: [ ] The Surrendered Notes are being transferred to a person whom we reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) (a “QIB”) that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A under the Securities Act; or [ ] The transfer of the Surrendered Notes complies with Rule 144 under the Securities Act;1 or [ ] The transfer of the Surrendered Notes complies with another applicable exemption from the registration requirements of the Securities Act.1 Dated: ____________, ______ [To be dated the date of presentation or surrender] 1 These transfers may require an opinion of counsel. Southwestern Public Service Company Tyler at S▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ JPMorgan Chase Bank 4 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Dear Ladies and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature GuaranteeGentlemen: In connection with any transfer our proposed sale of this Security occurring prior to the Resale Restriction Termination Date$ ____________ aggregate principal amount of Series C Senior Notes, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended 6% due 2033 (the “Securities ActNotes”) of Southwestern Public Service Company (the “Company”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to we 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5that:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment Signature Guarantee:5 By:1 5 Signatures must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Association Medallion Program (“STAMP”) or in such other “signature guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, program” as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided may be determined by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption fromaddition to, or in a transaction not subject tosubstitution for, the registration requirements of STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended. 1 To be executed by an executive officer If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions wishes to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to Repurchase Notes Upon a Change of Control) of the Indenture, check the box: o If you want to elect the Holder hereof wishes wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to Repurchase Notes Upon a Change of Control) of the Indenture, state the amount (in original principal amount to be so purchased by the Companyamount) below: $ (in an integral multiple of $1,000) . Date: Signature(s): Your Signature: (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Signature Guarantee:1
Appears in 1 contract
Sources: First Supplemental Indenture (Range Resources Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT TENANT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Teledyne Technologies Limited ▇▇▇ Incorporated ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Thousand Oaks, Building 90 San Jose, CA 95131 AttentionCalifornia 91360 Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.General Counsel Tel: (▇▇▇) )-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security transfer this Note to: and all rights thereunder, and hereby irrevocably constitute and appoint Attorney appoint: Agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Your Signature: Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed byNote Signature Guarantee: (All signatures Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.) Certificate , OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP No.: 879360 AB1 ISIN No.: US879360AB16 No. of Security: Principal Amount of this Security: $ If you want [●] $[●] TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation, as issuer (the “Company”), for value received, promises to elect pay to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state CEDE & CO. or registered assigns the principal amount to be so purchased by the Company: $ (in an integral multiple sum of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) [●] on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeApril 1, 2024.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Teledyne Technologies Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to AMVESCAP PLC, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Building 90 San Jose▇.▇., CA 95131 Attention: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ , Attention: Chief Financial Officer. Date Principal Amount Notation FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile transfer(s) unto: [Insert Taxpayer Identification No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) ] the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney and agent to transfer the such Security on the books of the Company with full power of substitution in the premises. DatedDate: [NOTICE: The signature on to this assignment must correspond with the name as it appears written upon the face of the within Security within-mentioned instrument in every particular particular, without alteration or enlargement or any change whatsoever and whatsoever.] Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution. For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable surety, to the Registrar. Signature Guarantee: In connection with any transfer Holder of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, cash payments in U.S. dollars of principal of and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register interest on this Security in the name amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any person other than Guarantee shall not be affected by the Holder hereof unless and until the conditions fact that it is not affixed to any such transfer of registration set forth particular Security. Capitalized terms used but not defined herein and shall have the meanings ascribed to them in the Indenture (as supplemented by the First Supplemental Indenture dated as of April 17, 2007 by and among AMVESCAP PLC, the Guarantors and The Bank of New York Trust Company, N.A. (the “Trustee”)) relating to the 5.625% Senior Notes Due 2012 (the “Indenture”) dated as of April 17, 2007 among AMVESCAP PLC, the Guarantors and the Trustee. The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. This Guarantee shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security be governed by and construed in accordance with the Indenture, check laws of the box: To convert only part state of this Security, state New York. This Guarantee is subject to release upon the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill terms set forth in the form below: (Insert other person’s soc. sec. or tax I.D. noIndenture.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Amvescap PLC/London/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THIS NOTE SHALL BE GOVERNED BY THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY LAWS OF THE INDENTURESTATE OF NEW YORK. REQUESTS MAY BE MADE TO: Avago Technologies Limited The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Viatel, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, Building 90 San Jose▇▇▇ ▇▇▇▇, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇, Attention: General Counsel. ▇▇▇▇▇▇▇▇▇ [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please -------------------------------------------------- Please print or type typewrite name and address) address including zip code of assignee -------------------------------------------------- the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing __________________________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date of an effective Registration or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [CHECK ONE]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act144A thereunder. Unless one of the items OR
(1b) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and address) address including zip code of assignee the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination DateNote, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature GuaranteeGuarantee2 By: To convert this Security be executed by an executive officer 2 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part as amended. If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.11 or Section 4.12 of the Indenture, check the box: If you want to elect to have only part ☐ Section 4.11 (Repurchase of this Security purchased by the Company pursuant to Section 3.01 Notes Upon a Change of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Control)
Appears in 1 contract
Sources: Indenture (UWM Holdings Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREcopy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. REQUESTS MAY BE MADE TOThe undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . Signature Date: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, Building 90 San Josewhich requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, CA 95131 Attentionor in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following exchanges of a part of this Global Warrant have been made: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: transfer(s) unto (▇▇▇the “Assignee”) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I (Please type or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER print block letters) (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security Warrant and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the Security said Warrant on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Seller By
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to IMPSAT Fiber Networks, Inc., Alfe▇▇▇ ▇▇▇e▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇ Argentina Attention: Chief Executive Officer. ▇▇▇▇▇▇ Facsimile [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please . -------------------------------------------------------------------------------- Please print or type typewrite name and address) address including zip code of assignee -------------------------------------------------------------------------------- the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing _____________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES, OFFSHORE GLOBAL SECURITIES AND OFFSHORE PHYSICAL SECURITIES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date of an effective Registration Statement or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); amended, provided by Rule 144A thereunder. or
(3b) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: ---------------- ---------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Signed: Signature Guarantee-------------- ---------- NOTICE: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ executed by an executive officer 98 A-14 OPTION OF HOLDER TO ELECT PURCHASE If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect wish to have this Security Note purchased by the Company pursuant to Section 3.01 4.11 or Section 4.12 of the Indenture, check the boxBox: [ ] If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.11 or Section 4.12 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) principal amount): $ . ---------------- Date: Signature(s): ---------------- Your Signature: ------------------------------------------------------------------ (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(sSignature Guarantee: ---------------------------------- EXHIBIT B Form of Certificate ------- --, ---- THE BANK OF NEW YORK 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇or 21 W▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: IMPSAT FIBER NETWORKS, INC. (the "Company") guaranteed by13 3/4% Senior Notes due 2005 (the "Securities") Ladies and Gentlemen: (All signatures must be guaranteed This letter relates to U.S. $______ principal amount of Securities represented by a guarantor institution participating Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture (the "Indenture") dated as of February 16, 2000 relating to the Securities, we hereby certify that we are (or we will hold such Securities on behalf of) a person outside the United States to whom the Securities could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Securities, all in the Securities Transfer Agents Medallion Program manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in such other guarantee program acceptable any administrative or legal proceedings or official inquiry with respect to the Trustee.matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: --------------------------------- Authorized Signature 100 EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S ------ --, ---- THE BANK OF NEW YORK 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇or 21 W▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇ttention: Corporate Trust Administration Re: IMPSAT FIBER NETWORKS, INC. (the "Company") 13 3/4% Senior Notes due 2005 (the "Securities") Ladies and Gentlemen: In connection with our proposed sale of U.S.$______ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:
(1) the offer of the Securities was not made to a person in the United States;
(2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act of 1933. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or 101 C-2 legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: --------------------------------- Authorized Signature 102 EXHIBIT D Form of Certificate Noto be Delivered in Connection with Transfers to Non-QIB Accredited Investors ------ --, ---- THE BANK OF NEW YORK 101 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇or 21 W▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: IMPSAT FIBER NETWORKS, INC. (the "Company") 13 3/4% Senior Notes due 2005 (the "Securities") Ladies and Gentlemen: In connection with our proposed purchase of Security: Principal Amount $___________ aggregate principal amount of this Security: $ If you elect the Securities, we confirm that:
1. We understand that any subsequent transfer of the Securities is subject to certain restrictions and conditions set forth in the Indenture dated as of February 16, 2000 relating to the Securities (the "Indenture") and the undersigned agrees to be bound by, and not to have this Security redeemed by the Companyresell, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in pledge or otherwise transfer the Securities Transfer Agents Medallion Program or except in compliance with, such other guarantee program acceptable to restrictions and conditions and the TrusteeSecurities Act of 1933, as amended (the "Securities Act").) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Requests may be made to Baytex Energy Ltd, Building 90 San Jose205-5th Avenue S.W., CA 95131 Suite 2200, Calgary, Alberta, Canada T2P 2V7, Attention: ▇▇▇▇▇▇▇ ▇Chief Financial Officer. ▇▇▇▇▇▇▇▇▇ [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Datedate which is the earlier of the date of an effective Registration Statement or ______, 2005 the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [CHECK ONE]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Security is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act144A thereunder. Unless one of the items OR
(1b) through (3) this Security is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Security and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5____________________
Appears in 1 contract
Sources: Indenture (Baytex Energy LTD)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entirety), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in commoncommon State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), CUST (= Custodianassign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), and U/G/M/A AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (Uniform Gifts to Minors ActTHE “CODE”). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY RESALE, TRANSFER OR OTHER DISPOSITION OF THE INDENTURE. REQUESTS THIS CERTIFICATE MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER IDENTIFYING NUMBER RETIREMENT ARRANGEMENT (please print or type name EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-9 Pass-Through Rate: 5.50% Cut-off Date and addressdate of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-R Certificates as of the Issue Date: $102.05 Denomination: $102.05 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G N9 5 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the within Security “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all rights thereunderthe Class II-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and hereby irrevocably constitute the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and appoint Attorney is subject to transfer the Security terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the books 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Company with full power Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of substitution Class II-R Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face account of the within Security Person entitled thereto if such Person shall have so notified the Paying Agent in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring writing at least five Business Days prior to the Resale Restriction Termination DateRecord Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the undersigned confirms final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that it purpose as provided in the Agreement. This Certificate is making, and it has not utilized any general solicitation or general advertising in connection with, one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the transfer:
Series specified on the face hereof (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (herein called the “Securities ActCertificates”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under and representing the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate Percentage Interest specified above in the name Class of any person other than Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the registered Holder thereof; providedMortgage Loans, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence all as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration more specifically set forth herein and in the Indenture Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall have been satisfiedbe conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. Dated: Signed: Signature Guarantee: To convert The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Security Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the IndentureAgreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, check the box: To convert only part Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this SecurityCertificate, state the principal amount proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be converted of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (must be in multiples i) the final payment or other liquidation (or any advance with respect thereto) of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill last Mortgage Loan and REO Property remaining in the form below: Trust Fund and (Insert other person’s soc. sec. or tax I.D. no.ii) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed purchase by a guarantor institution participating the party designated in the Securities Transfer Agents Medallion Program or Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such other guarantee program acceptable Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the Trustee.) Certificate Noaggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of Security: Principal Amount the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of this Security: $ If you want to elect to have this Security purchased authentication hereon has been executed by the Company pursuant Authenticating Agent, by manual signature, this Certificate shall not be entitled to Section 3.01 of any benefit under the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to Agreement or be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trusteevalid for any purpose.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to Raytheon Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San JoseAttention of General Counsel. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please ---------------------------------- -------------------------------------------------------------------------------- Please print or type typewrite name and address) the within Security address including zip code of assignee -------------------------------------------------------------------------------- this Debenture and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing _______ attorney to transfer the Security said Debenture on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL DEBENTURES OTHER THAN EXCHANGE DEBENTURES, UNLEGENDED OFFSHORE GLOBAL DEBENTURES AND UNLEGENDED OFFSHORE PHYSICAL DEBENTURES] In connection with any transfer of this Security Debenture occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date the shelf registration statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Debenture is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration 1933 provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items 144A thereunder.
(1b) through (3) this Debenture is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Debenture and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Security Registrar shall not be obligated to register this Security Debenture in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 207 of the Indenture shall have been satisfied. DatedDate: Signed--------------- --------------------------------------------------- NOTICE: Signature GuaranteeThe signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: --------------------- ----------------------------------------------- NOTICE: To convert this Security in accordance with be executed by an executive officer EXHIBIT B [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 207 OF THE INDENTURE. [FORM OF FACE OF EXCHANGE DEBENTURE] RAYTHEON COMPANY [ ]% Exchange Debenture Due [ ] [CUSIP] [ISIN] [ ] No. $[ ] RAYTHEON COMPANY, a Delaware corporation (the Indenture"Company", check which term includes any successor under the box: To convert only part of this SecurityIndenture hereinafter referred to), state for value received, promises to pay to [ ], or its registered assigns, the principal amount to be converted sum of [ ] Dollars (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s[ ]) on the other side of this Security) Signature(s) guaranteed byDecember 15, [ ]. Interest Payment Dates: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeJune 15 and December 15 commencing June 15.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books To request a copy of the Certificate of Designations, which the Company with full power of substitution in will provide to any Holder at no charge, please send a written request to the premises. Datedfollowing address: NOTICE: The signature on this assignment must correspond with US3707275 Subject to the name as it appears upon the face terms of the within Security in every particular without alteration or enlargement or any change whatsoever Certificate of Designations, by executing and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of delivering this Security occurring prior to the Resale Restriction Termination DateConversion Notice, the undersigned confirms that it is makingHolder of the Convertible Preferred Stock identified below directs the Company to convert (check one): ☐ all of the shares of Convertible Preferred Stock ☐ 1 shares of Convertible Preferred Stock identified by Certificate No. . Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory 1 Must be a whole number. US3707275 Subject to the terms of the Certificate of Designations, by executing and it has not utilized any general solicitation or general advertising in connection withdelivering this Change of Control Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Change of Control Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ 2 shares of Convertible Preferred Stock identified by Certificate No. . The undersigned acknowledges that Certificate identified above, duly endorsed for transfer:
, must be delivered to the Company before the Change of Control Repurchase Price will be paid. Date: (1Legal Name of Holder) ¨ By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory 2 Must be a whole number. US3707275 US-DOCS\116469845 To the Undersigned: Reference is made to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933Investment Agreement, as amended dated June 10, 2020 (the “Securities ActInvestment Agreement”); or
, by and among Emerald Holding, Inc., a Delaware corporation (3the “Company”) ¨ pursuant and Onex Partners V LP, which assigned its rights and obligations to an exemption from registration provided by Rule 144 under [Onex Partners V Stockholder] on [ ● ], 2020 (such assignee, the Securities Act or any other available exemption from “Onex Partners V Stockholder”, and together with Onex Partners V LP, the registration requirements “Stockholders”). Capitalized terms used herein but not previously defined herein shall have the meanings ascribed to them in Section 4 below. Pursuant to the Investment Agreement, the Onex Partners V Stockholder has subscribed for, and has committed to purchase, shares of Preferred Stock. In connection therewith, and in consideration of the Securities Act. Unless one Company’s willingness to issue the shares of Preferred Stock to the Onex Partners V Stockholder, the Stockholders and the Company desire to enter into this letter agreement (this “Agreement”) to set forth certain terms and conditions related to the ownership of the items (1) through (3) is checked, the Registrar will refuse to register any shares of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications Common Stock and other evidence as the Registrar or the Company have reasonably requested 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 of 1933Preferred Stock, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. noapplicable.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entirety), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in commoncommon State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), CUST (= Custodianassign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), and U/G/M/A AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (Uniform Gifts to Minors ActTHE “CODE”). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY RESALE, TRANSFER OR OTHER DISPOSITION OF THE INDENTURE. REQUESTS THIS CERTIFICATE MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER IDENTIFYING NUMBER RETIREMENT ARRANGEMENT (please print or type name EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and addressdate of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-R Certificates as of the Issue Date: $100.45 Denomination: $100.45 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G K8 0 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the within Security “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all rights thereunderthe Class I-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and hereby irrevocably constitute the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and appoint Attorney is subject to transfer the Security terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the books 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Company with full power Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of substitution Class I-R Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face account of the within Security Person entitled thereto if such Person shall have so notified the Paying Agent in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring writing at least five Business Days prior to the Resale Restriction Termination DateRecord Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the undersigned confirms final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that it purpose as provided in the Agreement. This Certificate is making, and it has not utilized any general solicitation or general advertising in connection with, one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the transfer:
Series specified on the face hereof (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (herein called the “Securities ActCertificates”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under and representing the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate Percentage Interest specified above in the name Class of any person other than Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the registered Holder thereof; providedMortgage Loans, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence all as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration more specifically set forth herein and in the Indenture Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall have been satisfiedbe conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. Dated: Signed: Signature Guarantee: To convert The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Security Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the IndentureAgreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, check the box: To convert only part Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this SecurityCertificate, state the principal amount proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be converted of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (must be in multiples i) the final payment or other liquidation (or any advance with respect thereto) of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill last Mortgage Loan and REO Property remaining in the form below: Trust Fund and (Insert other person’s soc. sec. or tax I.D. no.ii) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed purchase by a guarantor institution participating the party designated in the Securities Transfer Agents Medallion Program or Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such other guarantee program acceptable Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the Trustee.) Certificate Noaggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of Security: Principal Amount the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of this Security: $ If you want to elect to have this Security purchased authentication hereon has been executed by the Company pursuant Authenticating Agent, by manual signature, this Certificate shall not be entitled to Section 3.01 of any benefit under the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to Agreement or be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trusteevalid for any purpose.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
o (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit H to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Seller By
Appears in 1 contract
Sources: Indenture (Medtronic Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREcopy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇The undersigned hereby irrevocably elects to exercise the right, Building 90 San Joserepresented by this Warrant Certificate, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇to receive shares of Common Stock and herewith tenders payment for such shares to the order of ▇▇▇▇▇▇▇▇ Petroleum Corporation, in the amount of $ in accordance with the terms hereof. The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and ▇▇▇▇▇▇▇▇ ▇herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. ▇▇▇▇▇▇ Facsimile No.The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . Signature Date: Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (▇▇▇“STAMP”) ▇▇▇-▇▇▇▇ E-mailor such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following exchanges of a part of this Global Warrant have been made: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) (Please type or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER print block letters) (please Please print or type typewrite name and addressaddress including zip code of assignee) the within Security Warrant and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the Security said Warrant on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Warrant occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
9 (1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Warrant is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Warrant Agreement is being furnished herewith.
9 (2) This Warrant is being transferred to a Non-U.S. Person in compliance with the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Warrant Agreement is being furnished herewith.
9 (3) This Warrant is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Warrant and the Warrant Agreement. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall Warrant Agent is not be obligated to register this Security Warrant in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall Warrant Agreement have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: To convert this Security Guarantee:5 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part of this Securityas amended. THIS WARRANT AND THE UNDERLYING COMMON STOCK TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, state the principal amount to be converted AS AMENDED (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s nameTHE “SECURITIES ACT”), fill in the form below: (Insert other person’s socAND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. sec. or tax I.D. no.) (Print or type other person’s nameBY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5THE ACQUIRER
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT TENANT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Teledyne Technologies Limited ▇▇▇ Incorporated ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Thousand Oaks, Building 90 San Jose, CA 95131 AttentionCalifornia 91360 Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.General Counsel Tel: (▇▇▇) )-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security transfer this Note to: and all rights thereunder, and hereby irrevocably constitute and appoint Attorney appoint: Agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Your Signature: Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed byNote Signature Guarantee: (All signatures Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.) Certificate , OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP No.: 879360 AC9 ISIN No.: US879360AC98 No. of Security: Principal Amount of this Security: $ If you want [●] $[●] TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation, as issuer (the “Company”), for value received, promises to elect pay to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state CEDE & CO. or registered assigns the principal amount to be so purchased by the Company: $ (in an integral multiple sum of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) [●] on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeApril 1, 2026.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Teledyne Technologies Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodiancustodian), and U/G/M/A ((= Uniform Gifts to Minors Act). To assign this Security, fill in the form below: I or we assign and transfer this Security to: and irrevocably appoint __________ as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: _______________________ Your Signature: _________________ ______________________________________________________________________________ Sign exactly as your name appears on the other side of this Security. Signature Guarantee: ___________ Signature of Signature Guarantee: ___________ Date: _________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY BANK OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited NEW YORK MELLON TRUST COMPANY, N.A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇; ▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I This certificate relates to $_______ principal amount of Securities held in (check applicable space) _____book entry or we assign _____ definitive form by the undersigned. The undersigned (check one box below): has requested the Trustee by written order to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution deliver in exchange for its beneficial interest in the premises. Dated: NOTICE: The signature on this assignment must correspond with Global Security held by the name as it appears upon the face Depository a Security or Securities in definitive, registered form of the within Security in every particular without alteration or enlargement or any change whatsoever authorized denominations and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or an aggregate principal amount equal to its beneficial interest in such other guarantee program acceptable Global Security (or the portion thereof indicated above); or has requested the Trustee by written order to exchange or register the Registrartransfer of a Security or Securities. Signature Guarantee: In connection with any transfer of any of the Securities evidenced by this Security certificate occurring prior to the Resale Restriction Termination Dateexpiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising such Securities are being transferred in connection with, the transfer:accordance with its terms: CHECK ONE BOX BELOW
(1) ¨ to Avago Technologies Limited the Company or any Subsidiary a subsidiary thereof; or
(2) ¨ pursuant ❑ to the Registrar for registration in the name of the Holder, without transfer; or
(3) ❑ to a registration statement which has become effective “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4) ❑ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as amended (defined in the “Securities Act”Fourth Supplemental Indenture); or
(35) ¨ ❑ pursuant to an another available exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Financial, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED, the undersigned hereby transfers to (PRINT NAME AND WITHOUT CHARGE A COPY ADDRESS OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇TRANSFEREE) U.S. $___________ principal amount of this Note, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunderwith respect thereto, and hereby irrevocably constitute constitutes and appoint Attorney appoints __________________________ as attorney to transfer the Security this Note on the books of the Company kept for registration thereof, with full power of substitution in the premisessubstitution. Dated: NOTICE: Certifying Signature Signed Note:
(i) The signature on this assignment transfer form must correspond with to the name as it appears upon on the face of the within Security this Note in every particular without alteration particular.
(ii) A representative of the Holder of the Note should state the capacity in which he or enlargement she signs (e.g., executor).
(iii) The signature of the person effecting the transfer shall conform to any list of duly authorized specimen signatures supplied by the registered holder or any change whatsoever and shall be guaranteed certified by a guarantor institution participating in bank which is a member of the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with manner as any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent Paying Agent or the Note Registrar may require, prior to registering any such transfer .
(iv) None of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject toTrustee, the registration requirements of Paying Agent and the Securities Act of 1933, as amended. If none of the foregoing items are checked, the Trustee or Note Registrar shall not be obligated to register this Security Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of or registration set forth herein and in Section 2.05 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 4.12 or 4.13 of the Indenture, check the box: ¨ If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.12 or 4.13 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000original principal amount) below: US$_____________________. Date: Signature(s): :____________ Your Signature:__________________________ (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed bySignature Guarantee1: (All signatures __________________________ 1 Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Agents Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in such other guarantee program acceptable substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. Each of the undersigned (the “Subsidiary Guarantors”) hereby, jointly and severally, Guarantees as principal obligor to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee.Trustee and its successors and assigns the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes and the Indenture. The obligations of each Subsidiary Guarantor are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (1) Certificate No. any extension, renewal, settlement, compromise, waiver or release in respect of Security: Principal Amount any obligation of this Security: $ If you elect not the Company under the Indenture or any Note, by operation of law or otherwise; (2) any modification or amendment of or supplement to the Indenture or any Note; (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (4) the existence of any claim, set off or other rights which the Subsidiary Guarantor may have this Security redeemed at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (5) any invalidity, irregularity, or unenforceability relating to or against the Company for any reason of the Indenture or any Note; or (6) any other act or omission to act or delay of any kind by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor’s obligations hereunder. This Subsidiary Guarantee will not be discharged with respect to any Note except by payment in full of the principal of, premium, if any, and interest on the Notes and all other side amounts payable, in respect of any Subsidiary Guarantor, or as otherwise contemplated in the Indenture. In case of the failure of the Company punctually to pay any such principal of, premium, if any, and interest on the Notes and all other amounts payable, each of the Subsidiary Guarantors hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption or otherwise, and as if such payment were made by the Company. Subject to certain exceptions as set forth in the Indenture, each of the Subsidiary Guarantors hereby further agrees that all payments of, or in respect of, principal of, and premium (if any) and interest in respect of this Security) Signature(s) guaranteed by: Subsidiary Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, a Surviving Person (All signatures must be guaranteed by a guarantor institution participating as defined in the Securities Transfer Agents Medallion Program Indenture) or the applicable Subsidiary Guarantor is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, each Subsidiary Guarantor severally agrees to pay such additional amounts as will result in receipt by the holder of this Subsidiary Guarantee of such other guarantee program acceptable amounts as would have been received by such holder had no such withholding or deduction been required. The obligations of the Subsidiary Guarantors to the Trusteeholder of this Note and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Subsidiary Guarantee. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee or an Authenticating Agent under the Indenture by manual or facsimile signature of one of its authorized officers. XINYUAN INTERNATIONAL PROPERTY INVESTMENT CO., LTD. as Subsidiary Guarantor By: Name: Title: XINYUAN REAL ESTATE, LTD. as Subsidiary Guarantor By: Name: Title: XINYUAN INTERNATIONAL (HK) SCHEDULE A5PROPERTY INVESTMENT CO., LIMITED as Subsidiary Guarantor By: Name: Title: VICTORY GOOD DEVELOPMENT LIMITED as Subsidiary Guarantor By: Name: Title: SOUTH GLORY INTERNATIONAL LIMITED as Subsidiary Guarantor By: Name: Title: ELITE QUEST HOLDINGS LIMITED as Subsidiary Guarantor By: Name: Title: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE NOMINEE FOR THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE NOMINEE FOR THE COMMON DEPOSITARY HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. No. ____ ISIN: XS1567240418 XINYUAN REAL ESTATE CO., LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citibank Europe plc (or its nominee) as common depositary or registered assigns for Euroclear and Clearstream, upon surrender hereof the principal sum of __________________________ UNITED STATES DOLLARS (US$____________), as revised by the Schedule of Exchanges of the Notes attached hereto, on February 28, 2021, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate: 7.75% per annum. Interest Payment Dates: February 28 and August 28, commencing August 28, 2017. Interest Record Dates: close of business on February 13 or August 13 immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Indenture.
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entiretyentireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian(custodian), and U/G/M/A (Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURETo request a copy of the Articles Supplementary, which the Corporation will provide to any Holder at no charge, please send a written request to the following address: Subject to the terms of the Articles Supplementary, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Corporation to convert (check one): all of the shares of Convertible Preferred Stock shares of Convertible Preferred Stock identified by Certificate No. REQUESTS MAY BE MADE TO. (Optional) Identify account within the United States to which any cash Conversion Consideration will be wired: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 AttentionBank Routing Number: ▇▇▇▇▇▇▇ ▇SWIFT Code: Bank Address: Account Number: Account Name: By delivery of this Optional Conversion Notice the undersigned represents and warrants to the Corporation and the Conversion Agent that the conversion requested pursuant to this Optional Conversion Notice will not result in the undersigned becoming the beneficial owner of shares of Common Stock in excess of the NYSE Ownership Limitation. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.Date: (▇▇▇Legal Name of Holder) ▇▇▇-▇▇▇▇ E-mailBy: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign Name: Title: Must be in an Authorized Denomination. Subject to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER the terms and conditions of the Articles Supplementary, including satisfaction of the delivery requirements of Section 3(g)(i)(1), the undersigned Holder of the Convertible Preferred Stock identified below assigns (please print or type name and address) check one): all of the within Security shares of Convertible Preferred Stock 1 shares of Convertible Preferred Stock identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and hereby irrevocably constitute and appoint Attorney appoints: as agent to transfer the Security such shares on the books of the Company with full power Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of substitution in the premisesHolder) By: Name: Title: 1 Must be a whole number. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SECURITY, THE EXERCISE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER AS SET FORTH IN THE CORPORATION’S CHARTER. THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as amended of November 12, 2025, by and among FrontView REIT, Inc., a Maryland corporation (the “Securities ActCompany”); or
, and the Holders (3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form defined below: (Insert other person’s soc. sec. or tax I.D. no).) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT TENANT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Teledyne Technologies Limited ▇▇▇ Incorporated ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Thousand Oaks, Building 90 San Jose, CA 95131 AttentionCalifornia 91360 Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.General Counsel Tel: (▇▇▇) )-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security transfer this Note to: and all rights thereunder, and hereby irrevocably constitute and appoint Attorney appoint: Agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Your Signature: Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed byNote Signature Guarantee: (All signatures Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.) Certificate , OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP No.: 879360 AD7 ISIN No.: US879360AD71 No. of Security: Principal Amount of this Security: $ If you want [●] $[●] TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation, as issuer (the “Company”), for value received, promises to elect pay to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state CEDE & CO. or registered assigns the principal amount to be so purchased by the Company: $ (in an integral multiple sum of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) [●] on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeApril 1, 2028.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Teledyne Technologies Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT TENANT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TORequests may be made to: Avago Teledyne Technologies Limited ▇▇▇ Incorporated ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Thousand Oaks, Building 90 San Jose, CA 95131 AttentionCalifornia 91360 Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.General Counsel Tel: (▇▇▇) )-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security transfer this Note to: and all rights thereunder, and hereby irrevocably constitute and appoint Attorney appoint: Agent to transfer the Security this Note on the books of the Company with full power of substitution in the premisesCompany. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable Agent may substitute another to the Registraract for him. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Your Signature: Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed byNote Signature Guarantee: (All signatures Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the TrusteeSecurities Exchange Act of 1934, as amended. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.) Certificate , OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP No.: 879360 AE5 ISIN No.: US879360AE54 No. of Security: Principal Amount of this Security: $ If you want [●] $[●] TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation, as issuer (the “Company”), for value received, promises to elect pay to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state CEDE & CO. or registered assigns the principal amount to be so purchased by the Company: $ (in an integral multiple sum of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) [●] on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the TrusteeApril 1, 2031.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Sources: First Supplemental Indenture (Teledyne Technologies Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date6, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 6 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee: Guarantee:7 By To convert this Security be executed by an executive officer 7 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the IndentureSecurities Exchange Act of 1934, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. noas amended.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREcopy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
(1) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of Harvest Natural Resources, Inc., in the amount of $ in accordance with the terms hereof. REQUESTS MAY BE MADE TOOR
(2) The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . If the undersigned has elected to purchase Warrant Shares pursuant to option (1) above and such Warrant Shares have not been registered pursuant to a registration statement that has been declared effective under the Securities Act, the undersigned represents and warrants that (w) it is not a U.S. person (as defined in Regulation S) or purchasing for the account or benefit of a U.S. person, other than a distributor, and it is purchasing the Warrant Shares in an offshore transaction in accordance with Regulation S, (x) it is a qualified institutional buyer (as defined in Rule 144A) and is purchasing the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is selling the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act or (z) it is purchasing the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to a purchase of Warrant Shares pursuant to clauses (w) and (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and Exhibit E to the Warrant Agreement, respectively. Prior to the purchase of Warrant Shares pursuant to clause (y) above, the Company may request a certificate substantially in the form of Exhibit F and/or an opinion of counsel. Prior to the purchase of Warrant Shares pursuant to clause (z) above the Warrant Agent may request appropriate certificates and/or an opinion of counsel. [Include the following if applicable: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇The exercise of the right to receive shares of Common Stock pursuant to this Form of Election is specifically made contingent on the occurrence of the event or circumstance described below, Building 90 San Joseand the undersigned hereby undertakes to notify the Warrant Agent if and when such occurrence occurs. If such notice is not provided to the Warrant Agent during the term of the Warrant Agreement, CA 95131 Attentionthen the exercise of the right to receive shares of Common Stock pursuant to this Form of Election shall be null and void.] [If applicable: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Description of contingent event or circumstance: .] Signature Date: The following exchanges of a part of this Global Warrant have been made: FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: transfer(s) unto (▇▇▇the “Assignee”) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I (Please type or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and addressblock letters) the within Security Warrant and all rights thereunderthereunder (the “Securities”), and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the Security said Warrant on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Warrant occurring prior to the Resale Restriction Termination Dateremoval of the Restricted Legend, the undersigned confirms (i) the understanding that it is making, and it has the Securities have not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective been registered under the Securities Act of 1933, as amended amended; (the “Securities Act”); or
(3ii) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, without utilizing any general solicitation or in a transaction not subject to, the registration requirements of the Securities Act of 1933, general advertising; and (iii) further as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5follows:
Appears in 1 contract
Sources: Warrant Agreement (Harvest Natural Resources, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= ( = joint tenants with right of survivorship and not as tenants in common), CUST (= ( = Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to United Stationers Supply Co., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and , ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No., Attention: (▇▇▇) ▇▇▇-▇▇▇▇ E-mailSecretary. ASSIGNMENT FORM To assign this Security, fill in the form below: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign and transfer this Security to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print Print or type name assignee's name, address and addresszip code) the within Security (Insert assignee's soc. sec. or tax I.D. No.) and all rights thereunder, and hereby irrevocably constitute and appoint Attorney such as agent to transfer the this Security on the books of the Company with full power Company. The agent may substitute another to act for him. ------------------------------------------------------------------------------ Date: Your Signature: ----------------------- -------------------------------- Signature Guarantee: --------------------------------------------------------- (Signature must be guaranteed) ------------------------------------------------------------------------------ Sign exactly as your name appears on the other side of substitution in the premisesthis Security. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and signature(s) should be guaranteed by a an eligible guarantor institution participating (banks, stockbrokers, savings and loan associations and credit unions with membership in the Securities Transfer Agents Medallion Program ("STAMP") or in such other signature guarantee medallion program acceptable as may be approved by the Registrar in addition to the Registraror substitution for, STAMP), pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee: [In connection with any transfer or exchange of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in occurring prior to the name date that is two years after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Issuers or any person other than Affiliate of the registered Holder thereof; provided, however, that if item (3) is checkedIssuers, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm undersigned confirms that such transfer is being made Securities are being: CHECK ONE BOX BELOW: 1/ / acquired for the undersigned's own account, without transfer; or 2/ / transferred to the Company; or 5/ / transferred pursuant to an exemption from, or and in a transaction not subject to, the registration requirements of compliance with Regulation S under the Securities Act of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5; or
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to Allegiance Telecom, Inc., 1950 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., Building 90 San Jose▇▇▇▇▇ ▇▇▇▇, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (, ▇▇▇tention: Chief Financial Officer. 98 A-10 [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please and transfer(s) unto Insert Taxpayer Identification No. --------------------------------------------------- Please print or type typewrite name and address) address including zip code of assignee --------------------------------------------------- the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing _________________________________________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, PERMANENT OFFSHORE GLOBAL NOTES AND OFFSHORE PHYSICAL NOTES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate which is the earlier of (i) the date the shelf registration statement with respect to resales of the Notes is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); amended, provided by Rule 144A thereunder. or
(3b) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. DatedDate: Signed------------------ --------------------------------- NOTICE: Signature GuaranteeThe signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ------------------ --------------------------------- NOTICE: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ executed by an executive officer 100 A-12 OPTION OF HOLDER TO ELECT PURCHASE If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect wish to have this Security Note purchased by the Company pursuant to Section 3.01 4.10 or Section 4.11 of the Indenture, check the boxBox: [ ] If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 4.10 or Section 4.11 of the Indenture, state the amount (in principal amount to be so purchased by the Company: $ (in an integral multiple of at maturity): $1,000) ___________________. Date: Signature(s): _________________ Your Signature: ------------------------------------------------------------ (Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Note)
Appears in 1 contract
Sources: Indenture (Allegiance Telecom Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= as tenants in common), common UNIF GIFT MIN ACT - TEN ENT (= tenants as tenant by the entirety), entireties (Cust) (Minor) JT TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (common under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇THE MACERICH COMPANY DEUTSCHE BANK TRUST COMPANY AMERICAS, Building 90 San Joseas Trustee The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: or the portion thereof (▇▇▇which is $1,000 or a multiple thereof) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign below designated, into cash and/or shares of Common Stock of The Macerich Company, as applicable, in accordance with the terms of the Indenture referred to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunderin this Note, and hereby irrevocably constitute directs that the shares, if any, issuable and appoint Attorney deliverable upon such conversion, together with any check in payment for cash, if any, payable upon conversion or for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to transfer the Security on registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the books of the Company with full power of substitution meanings ascribed to such terms in the premisesIndenture. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement If shares, or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer portion of this Security occurring prior Note not converted, are to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate be issued in the name of any a person other than the registered Holder thereof; provided, however, that if item (3) is checkedundersigned, the Company, undersigned will provide the appropriate information below and pay all transfer agent or taxes payable with respect thereto. Any amount required to be paid by the Registrar may require, prior to registering any such transfer undersigned on account of interest accompanies this Note. Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the SecuritiesNote Registrar, which requirements include membership or participation in their sole discretion, the Security Transfer Agent Medallion Program (“STAMP”) or such written legal opinions, certifications and other evidence “signature guarantee program” as may be determined by the Note Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption fromin addition to, or in a transaction not subject tosubstitution for, the registration requirements of STAMP, all in accordance with the Securities Exchange Act of 19331934, as amended. If none Signature Guarantee Fill in the registration of shares of Common Stock, if any, if to be issued, and any portion of this Note not converted, if any, to be delivered, and the foregoing items are checkedperson to whom cash and payment for fractional shares is to be made, the Trustee or Registrar shall not if to be obligated made, other than to register this Security and in the name of any person other than the Holder hereof unless registered holder: (Name) (Street Address) (City, State and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal Zip Code) Principal amount to be converted (must be in multiples of $1,000if less than all): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. Social Security or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5Other Taxpayer Identification Number:
Appears in 1 contract
Sources: Indenture (Macerich Co)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Corporation will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the said Security on the books of the Company Corporation with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Security is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit E to the Indenture is being furnished herewith.
(32) ¨ pursuant This Security is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith.
(3) This Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5:
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A (A/ (= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date______________, the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit E to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: SignedSeller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee: By To convert this Security in accordance with the Indenture, check the box: To convert only part be executed by an executive officer If you wish to have all of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to Section 3.01 5.06 or Section 5.12 of the Indenture, check the box: If you want to elect wish to have only part a portion of this Security Note purchased by the Company pursuant to Section 3.01 5.06 or Section 5.12 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of original principal amount) below: $1,000) _____________________. Date: Signature(s): :____________ Your Signature:__________________________ (Sign exactly as your name(s) appear(s) name appears on the other side of this SecurityNote) Signature(s) guaranteed by: (All signatures must be guaranteed by Signature Guarantee:_____________________________ The following exchanges of a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount part of this SecurityGlobal Note for Physical Notes or a part of another Global Note have been made: $ If you elect not to have SUPPLEMENTAL INDENTURE dated as of among QUICKSILVER RESOURCES, INC., The Subsidiary Guarantor(s) Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIS SUPPLEMENTAL INDENTURE (this Security redeemed by “Supplemental Indenture”), entered into as of ___________, ______, among QUICKSILVER RESOURCES INC., a Delaware corporation (the “Company”), check [insert each Subsidiary Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the “Trustee”).) SCHEDULE A5
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish a copy of the Indenture to any Holder upon written request and without charge. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇assign(s) and transfer(s) unto Insert Taxpayer Identification No. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and address) address including zip code of assignee the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing _________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Date, ______________6 the undersigned confirms that it such transfer is making, and it has not utilized made without utilizing any general solicitation or general advertising in connection with, the transferand further as follows:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant This Note is being transferred to a registration statement which has become effective “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (and certification in the “Securities Act”); orform of Exhibit F to the Indenture is being furnished herewith.
(32) ¨ pursuant This Note is being transferred to an a Non-U.S. Person in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
(3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing items are boxes is checked, the Trustee or Registrar shall is not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. DatedDate: Signed__________________________ Seller NOTICE: Signature Guarantee: To convert The signature to this Security in accordance assignment must correspond with the Indenture, check name as written upon the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 face of the Indenturewithin-mentioned instrument in every particular, check the box: If you want to elect to have only part without altercation or any change whatsoever. ______________ 6 One year after date of this Security initial issuance or a later date when purchased from an affiliate To be executed by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5executive officer ______________
Appears in 1 contract
Sources: Indenture (Ruby Tuesday Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to IMPSAT Fiber Networks, Inc., E▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ 1▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇ ▇▇▇▇▇▇▇ ▇. ▇, ▇▇▇▇▇▇▇▇ of Argentina, Attention: Chief Executive Officer. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇transfer(s) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please unto Please print or type typewrite name and address) address including zip code of assignee the within Security Note and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing ________________________________________ attorney to transfer the Security said Note on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL SECURITIES ISSUED TO A HOLDER CONSIDERED A “CONTROL PERSON” UNDER SECTION 1145(B)(1) OF THE UNITED STATES BANKRUPTCY CODE OTHER THAN REGISTERED SECURITIES] In connection with any transfer of this Security Note occurring prior to the Resale Restriction Termination Datedate of an effective Registration Statement, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transfer:that: [Check One]
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a this Note is being transferred in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration amended, provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items thereunder.
(1b) through (3) this Note is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person being transferred other than in accordance with (a) above and documents are being furnished which comply with the registered Holder thereof; provided, however, that if item (3) is checked, conditions of transfer set forth in this Note and the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amendedIndenture. If none of the foregoing items are boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security Note in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5:
Appears in 1 contract
Sources: Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: as TEN COM (= (=tenants in common), TEN ENT (= (=tenants by the entiretyentireties), JT TEN (= (=joint tenants with right rights of survivorship and not as tenants in common), CUST (= Custodian(=custodian), and U/G/M/A ((=Uniform Gifts Gift to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREPursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. REQUESTS MAY BE MADE TONo representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to: Avago Technologies Limited The Scotts Miracle-Gro Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 ▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ , Executive Vice President, General Counsel, Corporate Secretary and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Compliance Officer Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we To assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (3) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s nameNote, fill in the form below: (Insert other person’s socI or we assign and transfer this Note to and irrevocably appoint ___________________ agent to transfer this Note on the books of the Company. secThe agent may substitute another to act for him. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): ________________ Your Signature: _____________________ Signature Guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(s) guaranteed by: (All signatures Note. Signatures must be guaranteed by a an “eligible guarantor institution participating institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in such other guarantee program acceptable to substitution for, STAMP, all in accordance with the Trustee.) Certificate NoSecurities Exchange Act of 1934, as amended. of SecuritySCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Amount of this Security: $ If you want to elect to have this Security Note purchased by the Company pursuant to either Section 3.01 4.10 or Section 4.13 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Companyapplicable, check the corresponding box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: Avago Technologies Limited ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please print or type name and address) the within Security and all rights thereunder, and hereby irrevocably constitute and appoint Attorney to transfer the Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Registrar. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination Date, the undersigned confirms that it is making, and it has not utilized any general solicitation or general advertising in connection with, the transfer:
(1) ¨ to Avago Technologies Limited Quantum Corporation or any Subsidiary thereof; or
(2) ¨ pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended (the “Securities Act”); or
(3) ¨ to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act; or
(4) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) or any other available exemption from the registration requirements of the Securities Act. Unless one of the items (1) through (34) is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (34) is checked, the Company, the transfer agent or the Registrar may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested 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 of 1933, as amended. If item (3) is checked, the purchaser must complete the certification below. If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) name appears on the other side of this Security) Signature(sSignature Guarantee: TO BE COMPLETED BY PURCHASER IF (3) guaranteed by: (All signatures must be guaranteed by ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a guarantor institution participating in “qualified institutional buyer” within the meaning of Rule 144A under the Securities Transfer Agents Medallion Program or Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by information regarding the Company as the undersigned has requested pursuant to Section 3.01 of Rule 144A and acknowledges that the Indenture, check transferor is relying upon the boxundersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: If you want to elect to have only part of this Security purchased NOTICE: To be executed by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5executive officer
Appears in 1 contract
Sources: Indenture (Quantum Corp /De/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretyentireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), ) and U/G/M/A ((= Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTUREThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. REQUESTS MAY BE MADE TO: Avago Technologies Limited Requests may be made to Applied Extrusion Technologies, Inc., ▇▇ ▇▇▇▇'▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Building 90 San Jose, CA 95131 Attention: ▇▇▇▇▇▇▇ ▇President. ▇▇▇▇▇▇▇▇▇ FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Facsimile No.: transfer(s) unto (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ I or we assign to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (please Please print or type typewrite name and addressaddress including zip code and telephone number of assignee) the within Security and all rights thereunder, and hereby irrevocably constitute constituting and appoint Attorney appointing attorney to transfer the such Security on the books of the Company with full power of substitution in the premises. Dated: NOTICE: The signature on this assignment must correspond with the name as it appears upon the face date of the within sale, assignment or transfer of such Security is expected to take place on . After the sale, assignment or transfer of such Security to the above referenced transferee, such Security will be "held of record" (as that term is defined in every particular without alteration or enlargement or any change whatsoever and be guaranteed Rule 12g5-1 of the Exchange Act by a guarantor institution participating holders of record (as determined in accordance with Rule 12g5-1 of the Exchange Act). Capitalized terms used herein are used as defined in the Securities Transfer Agents Medallion Program or Indenture unless otherwise indicated. (the "Transferor") owns and proposes to transfer this Security, in the principal amount at maturity of $ in such other guarantee program acceptable Security to the Registrarabove referenced transferee. Signature Guarantee: In connection with any transfer of this Security occurring prior to the Resale Restriction Termination DateSecurity, the undersigned confirms that it is making, and it has not utilized without utilizing any general solicitation or general advertising in connection with, the transferthat:
(1a) ¨ to Avago Technologies Limited or any Subsidiary thereof; or
(2) ¨ this Security is being transferred pursuant to a and in compliance with the exemption from registration statement which has become effective under the Securities Act of 1933, as amended amended, provided by Section 1145 of the Bankruptcy Law and in compliance with the transfer restrictions contained in the Indenture. [ ] (the “Securities Act”); or
b) this Security is being transferred other than in accordance with (3a) ¨ above pursuant to an and in compliance with the exemption from registration provided by Rule 144 under the Securities Act or any provided by Rule 144A thereunder and in compliance with the transfer restrictions contained in the Indenture. [ ] (c) this Security is being transferred other available than in accordance with (a) and (b) above pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than as set forth in (a) and (b) above) and in compliance with the transfer restrictions contained in the Indenture. So long as the Company is not required to file periodic reports, information reports, information and documents under the Exchange Act. Unless one , a registration of the items (1) through (3) is checked, the Registrar will refuse to register any transfer of the Securities evidenced by this certificate will be made on the books of the Security Registrar only in compliance with the name of any person other than the registered Holder thereof; provided, however, that if item (3) is checked, the Company, the transfer agent or the Registrar may require, prior conditions to registering any such transfer of registration set forth herein and in the Indenture and if (A) such transfer involves a transfer to one or more existing Holders of Securities, (B) such transfer involves a transfer of 100% of the aggregate principal amount of Securities owned by the proposed transferor to a single Person who has certified to the Security Registrar that it will be treated as a single "holder of record" under Rule 12g5-1 of the Exchange Act, or (C) following such proposed transfer, the aggregate number of holders of record of the Securities, as calculated in their sole discretion, such written legal opinions, certifications and other evidence as the Registrar or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements accordance with Rule 12g5-1 of the Securities Act of 1933Exchange Act, as amendedis less than 300. If none of the foregoing items are boxes is checked, the Trustee or Security Registrar shall not be obligated to register this Security in the name of any person Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Dated: Signed: Signature Guarantee: To convert this Security in accordance with the Indenture, check the box: To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the Ordinary Shares issuable upon conversion made out in another person’s name, fill in the form below: (Insert other person’s soc. sec. or tax I.D. no.) (Print or type other person’s name, address and zip code) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you want to elect to have this Security purchased by the Company pursuant to Section 3.01 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.01 of the Indenture, state the principal amount to be so purchased by the Company: $ (in an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) Certificate No. of Security: Principal Amount of this Security: $ If you elect not to have this Security redeemed by the Company, check the box: ¨ Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) SCHEDULE A5
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