Common use of Abbreviations Clause in Contracts

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (Renewable Energy Group, Inc.)

AutoNDA by SimpleDocs

Abbreviations. The following abbreviations, when used in the inscription of on the face of this Noteinstrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = - as joint tenants with right of survivorship and not as tenants in common _________________ State Additional abbreviations may also be used though not in the above list. SCHEDULE ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(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 DISTRIBUTION INSTRUCTIONS 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 assignee named above, or its agent. EXHIBIT A-8 FORM OF EXCHANGES CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF NOTES5 RENEWABLE ENERGY GROUPTHE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (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 2005-4 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: August 1, 2005 First Distribution Date: September 26, 2005 No. 1 Aggregate Certificate Principal Balance of the Class R Certificates as of the Issue Date: $100.25 Denomination: $100.25 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: August 29, 2005 CUSIP: 17307G XN 3 MORTGAGE PASS-THROUGH CERTIFICATE 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, first lien mortgage loans (the “Mortgage Loans”) formed and sold by CITIGROUP MORTGAGE LOAN TRUST INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE 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 Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy GroupMarkets, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Note hereby exercises Certificate by the option aggregate Certificate Principal Balance of the Class R Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class R Certificates in the Trust Fund created pursuant to convert 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 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 is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note, or Certificate by virtue of the portion acceptance hereof (that assents and by which such Holder is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with bound. Pursuant to the terms of the Indenture referred Agreement, distributions will be made on the 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 NoteCertificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class 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 account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record 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 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 purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the 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., the Trustee, and directs 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 be 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. 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 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. 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, the 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 cash payable transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any shares agent of Common Stock issuable and deliverable upon such conversionthe Depositor, together with any cash 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 any fractional shareall purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any Notes representing any unconverted principal amount hereof, such agent shall be issued and delivered affected by notice to the registered Holder hereof unless a different name has been indicated belowcontrary. If any shares The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of Common Stock all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any portion advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the 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 and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. No transfer of this Note Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not converted are require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be issued made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the name forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a Person other than transfer of this Certificate shall be required to indemnify the undersignedTrustee, the undersigned will pay all documentaryDepositor, stamp the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or similar issue is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or transfer taxesSection 4975 of the Code, if 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 1002(e) and Section 1002(f5.02(c) of the IndentureAgreement. Any amount required to The recitals contained herein shall be paid taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the undersigned on account of interest accompanies Authenticating Agent, by manual signature, this Note. Dated: Signature(s) Signature Guarantee Signature(s) must Certificate shall not 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 entitled to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to any benefit under the Agreement or be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in valid for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Numberpurpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-4)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = - Custodian TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. SCHEDULE CONVERSION NOTICE TO: DURECT CORPORATION THE BANK OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. NEW YORK The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, DURECT Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: __________________________________________ (Name) __________________________________________ (Street AddressXxxxxx Xxxxxxx) __________________________________________ (City, State and Zip Code) __________________________________________ Please print name and address Principal amount to be converted (if less than all): $ ,000 $__________________________________________ Social Security or Other Taxpayer Identification Number: __________________________________________ OPTION TO ELECT REDEMPTION UPON A DESIGNATED EVENT TO: DURECT CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from DURECT Corporation (the “Company”) as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued interest and Liquidated Damages, if any, to, but excluding, the Designated Event Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Principal amount to be redeemed (if less than all): Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (Durect Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = -___ Custodian ___ TEN ENT = ENT- as tenants tenant by the entireties JT TEN = (Cust) (Minor) XX XXX- as joint tenants with right of survivorship under Uniform Gifts to Minors Act and not as tenants in common _____________________________________________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been madeCONVERSION NOTICE TO: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. ON SEMICONDUCTOR CORPORATION DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, Stock of ON Semiconductor Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that any the cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. If any shares ; provided that the Company may at its option issue one share of Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest interest, including Additional Interest, if any, accompanies this Note. Dated: ______________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 $________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ Book Entry Delivery to: DTC Participant Name: ______________________________ DTC Participant Number: ____________________________ Deliver Notes (if any) via Book Entry Delivery to: DTC Participant Name: ______________________________ DTC Participant Number: ____________________________ DESIGNATED EVENT REPURCHASE NOTICE TO: ON SEMICONDUCTOR CORPORATION DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together (if required under the Indenture) with accrued interest, including Additional Interest, if any, to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes, or applicable portion thereof, shall be repurchased by the Company pursuant to the terms and conditions specified in the Indenture. $______ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: On Semiconductor Corp

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= as joint tenants with right of survivorship Survivorship and not as tenants in common common), UGMA (= Uniform Gifts to Minors Act), CUST (= Custodian). Additional abbreviations may also be used though not in the above list. SCHEDULE EXHIBIT B [FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupZion Oil & Gas, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof Note (that which is $1,000 principal amount 100 or an integral multiple thereofhereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered a rounding up to the registered Holder hereof unless next whole share to avoid any payment for fractional shares of Common Stock. Subject to exceptions set forth in the Indenture, if this notice is being delivered on a different name has been indicated belowdate after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note to be converted by a payment-in-kind of common stock, rounded up to the next whole share. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. There is no partial conversion of a Note held by the undersigned owner. Principal amount to be converted: Date: ___________________________ Your Signature: ____________________________ (Sign exactly as your name appears on the other side of this Security) * Signature guaranteed by: By: ______________________________ * This signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. Signature Guarantee Signature Guarantee Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder. ________________________________________________________________________________________ Agent to transfer this Security on the books of the Company. The Agent may substitute another to act for him or her. ________________________________________________________________________________________ (Name) ________________________________________________________________________________________ (Address) ________________________________________________________________________________________ Please print Name and Address (including zip code number) ________________________________________________________________________________________ Social Security or other Taxpayer Identifying Number EXHIBIT C [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] To: Zion Oil & Gas, Inc. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Zion Oil & Gas, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: ________________________________________________________________________________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) a qualified guarantor institution with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares under the Securities Exchange Act of Common Stock are to be issued, 1934. ________________________________________________________________________________________ Signature Guaranty Social Security or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Other Taxpayer Identification Number Principal amount to be converted (if less than all): $ ,000 repurchased: $__________00 NOTICE: The above signature(s) of signature on the Holder(s) hereof Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security EXHIBIT D [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Other Taxpayer Identification NumberNumber of assignee) the within Note, and hereby irrevocably constitutes and appoints to transfer the said Note on the books of the Company, with full power of substitution in the premises. Date: ___________________________ Your Signature: ____________________________ (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ______________________________ * This signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Zion Oil & Gas Inc)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. [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 typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing: attorney to transfer said Note on the books of the Company with full power of substitution in the above listpremises. OPTION OF HOLDER TO ELECT PURCHASE If you wish to have all of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, check the box:  If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, state 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: SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 NOTES2 The initial outstanding principal amount of this Global Note is $[ ] ([ ] U.S. dollars)_________. The following increases or decreases in the principal amount exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: Date 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 increase) Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy GroupEXHIBIT B SUPPLEMENTAL INDENTURE dated as of _________, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. among E*TRADE Financial Corporation [the Subsidiary Guarantor] and [Any existing Subsidiary Guarantors] And The undersigned registered owner Bank of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common StockNew York, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberTrustee

Appears in 1 contract

Samples: Supplemental Indenture (E Trade Financial Corp)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPcommon), INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollarsCUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for Company will furnish to any Holder, upon written request and without charge, a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) copy of the Indenture. Any amount required Requests may be made to: Beazer Homes USA, Inc. 0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx X-000 Xxxxxxx, Xxxxxxx 00000 Attention: Secretary SUBSIDIARY GUARANTEE For value received, each of the undersigned hereby, jointly and severally, unconditionally guarantees to the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article 11 of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article 11 of the Indenture and its terms shall be paid evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the undersigned on account of interest accompanies this fact that it is not affixed to any particular Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings The obligations of the undersigned to the Holders of Notes and loan associations and credit unions) with membership in an approved signature guarantee medallion program to the Trustee pursuant to Securities the Subsidiary Guarantee and Exchange Commission Rule 17Ad-15 if shares the Indenture are expressly set forth in Article 11 of Common Stock are the Indenture and reference is hereby made to be issued, or Notes are the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to be delivered, other than which this Subsidiary Guarantee relates. This Subsidiary Guarantee is subject to and release upon the terms set forth in the name Indenture. BEAZER HOMES CORP. BEAZER/XXXXXXX REALTY, INC. BEAZER HOMES SALES ARIZONA INC. BEAZER REALTY CORP. XXXXXX HOMES REALTY, INC. BEAZER MORTGAGE CORPORATION BEAZER HOMES HOLDINGS CORP. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER HOMES TEXAS, L.P., By: /s/ Xxxxx X. Xxxxx ------------------------------ Name: Xxxxx X. Xxxxx Title: An Authorized Officer of Each of the registered holder. Fill in for registration of shares if Subsidiary Guarantors OPTION OF HOLDER TO ELECT PURCHASE If you want to be issuedelect to have this Note purchased by the Company pursuant to Section 4.11, and Notes if to be delivered, other than to and in the name 4.16 or 4.20 of the registered holderIndenture, check the box below: |_| Section 4.11 (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberExcess Proceeds Offer)

Appears in 1 contract

Samples: Beazer Homes Texas Lp

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed such as though they were written out in full according to applicable laws or regulations: TEN COM = as (=tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as common), TENANT (=tenants by the entireties entireties), JT TEN = (=joint tenants with right of survivorship and not as tenants in common Additional abbreviations common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may also be used though not in the above list. made to: M/I Homes, Inc. 0 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxx 00000 Attention: Secretary SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES M/I HOMES, INC. 4.003.25% Convertible Senior Notes due 2036 CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2017 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars$ ). The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global ATTACHMENT 1 ASSIGNMENT FORM M/I HOMES, INC. 3.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2017 If you, the Holder, want to assign this Note. NOTICE OF CONVERSION To, fill in the form below and have your signature guaranteed: Renewable Energy GroupI or we assign and transfer this Note to: (Print or type name, Inc. To: Wilmington Trustaddress and zip code and social security or tax ID number of assignee) and irrevocably appoint , National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administratoragent to transfer this Note on the books of the Company. The undersigned registered owner agent may substitute another to act for him. Dated: Signed: (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 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 appears on the other side of this Note) Signature Guarantee: XXXXXXXXXX 0 XXXX XX XXXXXXXXXX NOTICE M/I HOMES, INC. 3.25% CONVERTIBLE SENIOR NOTES DUE 2017 Certificate No. of Note: If you want to elect to have this Note repurchased by the Company pursuant to Section 4.03 of the Supplemental Indenture, check the box: ¨ If you want to elect to have only part of this Note hereby exercises repurchased by the option Company pursuant to Section 4.03 of the Supplemental Indenture, as applicable, state the principal amount to be so repurchased by the Company: $ (in an integral multiple of $1,000) 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 Trustee.) ATTACHMENT 3 FORM OF CONVERSION NOTICE M/I HOMES, INC. 3.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2017 To convert this Note in accordance with the Indenture, check the box: ¨ To convert only part of this Note, or state the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the 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 Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a combination guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) EXHIBIT B NOTATION OF GUARANTEE Each of cash the undersigned (the “Guarantors”) hereby jointly and shares severally unconditionally guarantees, to the extent set forth in the Indenture dated as of Common StockSeptember 11, 2012 (the “Base Indenture”), as applicablesupplemented by the 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 the provisions of the Indenture, (a) the 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 the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to 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 referred to are expressly set forth in this NoteArticle XI of the Supplemental Indenture, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered reference is hereby made to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion Indenture for the precise terms and limitations of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the IndentureGuarantee. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face Each Holder of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Numberto which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

Appears in 1 contract

Samples: Supplemental Indenture (M I Homes Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES INCREASES AND DECREASES OF NOTES5 RENEWABLE ENERGY GROUPGLOBAL NOTE Dropbox, INC. 4.00Inc. 0% Convertible Senior Notes due 2036 2026 The initial principal amount of this Global Note is [ ] DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date of increase or decrease 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 5 Include for a Global Note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupDropbox, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Xxxxx Association 0 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx0000 Xxx Xxxxxxxxx, XX 00000, Attention94111Attention: Renewable Energy GroupD. Xxxxx (Dropbox, Inc. Administrator. 0% Convertible Senior Notes due 2026) The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cashinto, shares of Common Stock at the Company’s election, cash or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp stamp, or similar issue or transfer taxes, if any in accordance with Section 1002(e13.02(d) and Section 1002(f13.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: Dropbox, Inc. To: U.S. Bank National Association 0 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 94111Attention: D. Xxxxx (Dropbox, Inc. 0% Convertible Senior Notes due 2026) The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Dropbox, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered Holder hereof in accordance with Section 14.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the Business Day immediately following the corresponding Special Interest Payment Date, accrued and unpaid Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (if less than all): $ NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] To: U.S. Bank National Association 0 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 94111Attention: D. Xxxxx (Dropbox, Inc. 0% Convertible Senior Notes due 2026) For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of Dropbox, Inc. (the “Company”), with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To the Company or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, 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 to be delivered, other than to and in the name of the registered holder.

Appears in 1 contract

Samples: Dropbox, Inc.

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00A6 MANNKIND CORPORATION 5.75% Convertible Senior Subordinated Exchange Notes due 2036 Due 2021 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars)]. The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 6 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] 5.75% Convertible Senior Subordinated Exchange Notes Due 2021 To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral a multiple thereof) below designated, into cashand the Company, at its election, may deliver shares of Common Stock or a combination (together with cash in lieu of cash and shares of Common Stock, as applicable, fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holderHolder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holderHolder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 5.75% Convertible Senior Subordinated Exchange Notes Due 2021 To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To MannKind Corporation or a subsidiary thereof; or ☐ Pursuant to the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or ☐ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered Holder.

Appears in 1 contract

Samples: Mannkind Corp

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPcommon), INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollarsCUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for Company will furnish to any Holder, upon written request and without charge, a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) copy of the Indenture. Any amount required Requests may be made to: Beazer Homes USA, Inc. 0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx X-000 Xxxxxxx, Xxxxxxx 00000 Attention: Secretary SUBSIDIARY GUARANTEE For value received, each of the undersigned hereby, jointly and severally, unconditionally guarantees to the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article 11 of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article 11 of the Indenture and its terms shall be paid evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the undersigned on account of interest accompanies this fact that it is not affixed to any particular Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings The obligations of the undersigned to the Holders of Notes and loan associations and credit unions) with membership in an approved signature guarantee medallion program to the Trustee pursuant to Securities the Subsidiary Guarantee and Exchange Commission Rule 17Ad-15 if shares the Indenture are expressly set forth in Article 11 of Common Stock are the Indenture and reference is hereby made to be issued, or Notes are the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to be delivered, other than which this Subsidiary Guarantee relates. This Subsidiary Guarantee is subject to and release upon the terms set forth in the name Indenture. BEAZER HOMES CORP. BEAZER/XXXXXXX REALTY, INC. BEAZER HOMES SALES ARIZONA INC. BEAZER REALTY CORP. XXXXXX HOMES REALTY, INC. BEAZER MORTGAGE CORPORATION BEAZER HOMES HOLDINGS CORP. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER HOMES TEXAS, L.P., By: ------------------------- Name: Xxxxx X. Xxxxx Title: An Authorized Officer of Each of the registered holder. Fill in for registration of shares if Subsidiary Guarantors OPTION OF HOLDER TO ELECT PURCHASE If you want to be issuedelect to have this Note purchased by the Company pursuant to Section 4.11, and Notes if to be delivered, other than to and in the name 4.16 or 4.20 of the registered holderIndenture, check the box below: |_| Section 4.11 (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberExcess Proceeds Offer)

Appears in 1 contract

Samples: Indenture (Beazer Homes Texas Lp)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea holder or an assignee, shall be construed such as though they were written out in full according to applicable laws or regulations: TEN COM = as (=tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as common), TENANT (=tenants by the entireties entireties), JT TEN = (=joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above listcommon), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). NOTES The following increases or decreases in the principal amount of this Global Note exchanges have been mademade with respect to this Note: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease (or increase increase) Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert Company ASSIGNMENT FORM To assign this Note, fill in the form below: For value received, I or we assign and transfer this Note to (Insert assignee’s soc. sec. or tax ID no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint attorney to transfer this Note on the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms books of the Indenture referred Company. The attorney may substitute another to in this Note, and directs that any cash payable and any shares act for him. Your Signature: Date: (Sign exactly as your name appears on the other side of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 Your signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon it appears on the face of the this Note in every particular particular, without alteration or enlargement or any change whatever.) Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT A TRANSFER CERTIFICATE Hard Rock Hotel, Inc. 0000 Xxxxxxxx Xxxx Xxx Xxxxx, Xxxxxx 00000 Re: Junior Subordinated Notes (the “Notes”) This certificate relates to $ principal amount of Notes owned in certificated form by (the “Transferor”). Social The Transferor has requested the Company to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in the legend set forth on the Notes, and further certifies that the transfer of each such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security or Other Taxpayer Identification Numberdoes not require registration under the Securities Act because (check applicable box): o Such Note is being transferred to the Company;

Appears in 1 contract

Samples: Hard Rock Hotel Inc

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entirety), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above listcommon), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act). SCHEDULE THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF EXCHANGES OF NOTES5 RENEWABLE ENERGY THE INDENTURE. REQUESTS MAY BE MADE TO: AFFILIATED MANAGERS GROUP, INC. 4.00000 XXXX XXXXXX PRIDES CROSSING, MASSACHUSETTS 01965 ATTENTION: CHIEF FINANCIAL OFFICER SCHEDULE A AFFILIATED MANAGERS GROUP, INC. 3.95% Convertible Senior Notes due 2036 2038 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars)]. The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. ANNEX A NOTICE OF CONVERSION To: Renewable Energy GroupAFFILIATED MANAGERS GROUP, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. AdministratorINC. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash comprising the Daily Conversion Values or a portion of the Daily Settlement Amounts for each of the twenty Trading Days during the Cash Settlement Averaging Period and for any fractional shareshares, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address address. Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ANNEX B REPURCHASE NOTICE To: AFFILIATED MANAGERS GROUP, INC. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from AFFILIATED MANAGERS GROUP, INC. (the “Company”) as to the occurrence of a Repurchase Date and specifying the Repurchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Repurchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, including Contingent Interest, if any, and Additional Interest, if any, thereon to, but excluding, such Repurchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. XXXXX X XXXXXXXXXXX XXXXXX XXXXXXXXXX NOTICE To: AFFILIATED MANAGERS GROUP, INC. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from AFFILIATED MANAGERS GROUP, INC. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, including Contingent Interest, if any, and Additional Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ANNEX D ASSIGNMENT AND TRANSFER For value received, hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: o To Affiliated Managers Group, Inc. or a subsidiary thereof; or o Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or o Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or o Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

Appears in 1 contract

Samples: Indenture (Affiliated Managers Group Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A6 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES RCS Capital Corporation 5.00% Convertible Senior Notes due 2036 2021 The initial principal amount of this Global Note is _______ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 6 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. RCS Capital Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Indenture (RCS Capital Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES Nevro Corp. 2.75% Convertible Senior Notes due 2036 2025 The initial principal amount of this Global Note is ONE HUNDRED EIGHTY-NINE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($[ ] ([ ] U.S. dollars189,750,000). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. 9 ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. Nevro Corp. To: Wilmington Trust, National Association, 00 Association 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, 0000 Xxxxxxxxxxx, XX 00000, 00000 Attention: Renewable Energy Group, Inc. Administrator. Nevro Corp. Administrator The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Supplemental Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: _________________________ (Name) _________________________ (Street AddressXxxxxx Xxxxxxx) _________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. _________________________ Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: Nevro Corp. To: Wilmington Trust, National Association 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Attention: Corporate Trust Division – Corporate Finance Unit The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Nevro Corp. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: _____________________ ________________________________ Signature(s) _________________________ Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: ________________________ _____________________________________ _____________________________________ 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Second Supplemental Indenture (Nevro Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = - Custodian TEN ENT = as tenants tenant by the entireties (Cust) (Minor) JT TEN = as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: THE MACERICH COMPANY DEUTSCHE BANK TRUST COMPANY AMERICAS, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 as Trustee or Custodian 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, cash and/or shares of Common Stock or a combination of cash and shares of Common StockThe Macerich Company, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock the shares, if any, issuable and deliverable upon such conversion, together with any cash check in payment for any cash, if any, payable upon conversion or for fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock shares, or any portion of this Note not converted converted, are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issuedStock, or Notes are to be deliveredif any, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes any portion of this Note not converted, if any, to be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be deliveredmade, other than to and in the name of the registered holder: Please print name and address (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Macerich Co

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = - Custodian TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act _____________________________________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: ON SEMICONDUCTOR CORPORATION XXXXX FARGO BANK, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. N.A. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, ON Semiconductor Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. If any shares ; provided that the Company may at its option issue one share of Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Noterespect thereto. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. $___________________________________________ Social Security or Other Taxpayer Identification Number: DESIGNATED EVENT REPURCHASE NOTICE TO: ON SEMICONDUCTOR CORPORATION XXXXX FARGO BANK, N.A. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, pursuant to the terms and conditions specified in the Indenture. $ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s):

Appears in 1 contract

Samples: Indenture (On Semiconductor Corp)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the above listform below: I or we assign and transfer this Note to (Insert assignee’s social security or tax ID number) (Print or type assignee’s name, address, and zip code) and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 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) OPTION OF HOLDER TO ELECT PURCHASE 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, check 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, state 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) SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). INCREASES OR DECREASES IN THE GLOBAL NOTE* The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease (or increase increase) Signature of authorized signatory of Trustee or Custodian 5 Include for * This should be included only if the Note is issued in global form. EXHIBIT B SUPPLEMENTAL INDENTURE dated as of ___________, _____ among X. XXXXXXXXX ENTERPRISES, INC. HOVNANIAN ENTERPRISES, INC. The Other Guarantors Party Hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 85/8% Senior Notes due 2017 THIS [ ] SUPPLEMENTAL INDENTURE (this “[ ] Supplemental Indenture”), entered into as of , among X. Xxxxxxxxx Enterprises, Inc., a Global Note. NOTICE OF CONVERSION To: Renewable Energy GroupCalifornia corporation (the “Issuer”), Hovnanian Enterprises, Inc. To: Wilmington Trust(“Hovnanian”), [list each new guarantor and its jurisdiction of incorporation] (each an “Undersigned”) and U.S. Bank National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises as trustee (the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number“Trustee”).

Appears in 1 contract

Samples: Hovnanian Enterprises Inc

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE ATTACHMENT 1 [FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, B2Gold Corp. and U.S. Bank National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. as Trustee The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple in excess thereof) below designated, into cash, shares of Common Stock Shares or a combination of cash and shares of Common StockShares, as applicableat the Company’s election and in accordance with the limitations set forth in the Indenture referred to in this Note, in accordance with the terms of the Indenture referred to in this NoteIndenture, and directs that any cash payable and and/or any shares of Common Stock Shares issuable and deliverable upon on such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock Shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest in accordance with Section 14.02(h) accompanies this Note. Dated: :_______________________________________________ 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 shares of Common Stock Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: B2Gold Corp. and U.S. Bank National Association, as Trustee The undersigned registered owner of this Note hereby acknowledges receipt of a notice from B2Gold Corp. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: _____________________ Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: • To B2Gold Corp. or a subsidiary thereof; or • Pursuant to a registration statement that has become or been declared effective under the U.S. Securities Act of 1933, as amended; or • Pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933, as amended; or • Pursuant to and in compliance with Rule 144 under the U.S. Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. In connection with any transfer of the within Note occurring prior to the Representation Termination Date, the undersigned confirms that the undersigned is not an Affiliate of the Company, and to the undersigned’s knowledge, the transferee of the Notes is not an Affiliate of the Company. Dated: _______________________________________ 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 4 [FORM OF NOTICE OF ELECTION UPON TAX REDEMPTION] To: B2Gold Corp. and U.S. Bank National Association, as Trustee The undersigned registered owner of this Note hereby acknowledges receipt of a notice from B2Gold Corp. (the “Company”) of the redemption by the Company of all of the outstanding Notes following a change to the laws governing Canadian withholding taxes in accordance with Section 16.02 of the Indenture referred to in this Note and, pursuant to Section 16.02(c), elects to have the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple in excess thereof) below designated not redeemed. The undersigned acknowledges that, following such redemption, all future payments shall be subject to the deduction or withholding of any Canadian taxes required by law to be deducted or withheld and no Additional Amounts will be paid with respect the Notes. In the case of Physical Notes, the certificate numbers of the Notes to be not redeemed are as set forth below: Dated: _____________________ Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be not redeemed (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: B2gold Corp (B2gold Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian TEN ENT - as tenant by the entireties (Cust) (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. SCHEDULE FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPEXCHANGE NOTICE TO: CSK AUTO, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx000 X. Xxxxxxxx, Xxxxx 0000, Xxxxxxxxxxx000 Xxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. 00000 The undersigned registered owner of this Note hereby irrevocably exercises the option to convert exchange this Note, or the portion hereof thereof (that which is $1,000 principal amount Principal Amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableCSK Auto Corporation, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable the funds in payment of the lesser of the aggregate principal amount of the Notes being exchanged and any shares of Common Stock issuable and deliverable upon such conversionthe Exchange Value, together with any cash for funds in payment of fractional shares, if any, any fractional share, shares issuable and deliverable payable upon such exchange and any Notes representing any unconverted principal amount unexchanged Principal Amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any funds, shares of Common Stock or any portion of this Note not converted exchanged are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest Interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount Amount to be converted exchanged (if less than all): $ ,Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: CSK AUTO, INC. 000 X. Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to CSK Auto Corporation, and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: CSK AUTO, INC. 000 X. Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at a price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Indenture (O Reilly Automotive Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00A MANNKIND CORPORATION 5.75% Convertible Senior Subordinated Exchange Notes due 2036 2015 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars)[●]. The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] 5.75% Convertible Senior Subordinated Exchange Notes due 2015 To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral a multiple thereof) below designated, into cashand the Company, at its election, may deliver shares of Common Stock or a combination (together with cash in lieu of cash and shares of Common Stock, as applicable, fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holderHolder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holderHolder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 5.75% Convertible Senior Subordinated Exchange Notes due 2015 To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated. In the case of certificated Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ¨ To MannKind Corporation or a subsidiary thereof; or ¨ Pursuant to the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ¨ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ¨ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or ¨ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered Holder.

Appears in 1 contract

Samples: Indenture (Mannkind Corp)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPcommon), INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollarsCUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for Company will furnish to any Holder, upon written request and without charge, a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) copy of the Indenture. Any amount required Requests may be made to: Beazer Homes USA, Inc. 0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx X-000 Xxxxxxx, Xxxxxxx 00000 Attention: Secretary SUBSIDIARY GUARANTEE For value received, each of the undersigned hereby, jointly and severally, unconditionally guarantees to the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article 11 of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article 11 of the Indenture and its terms shall be paid evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the undersigned on account of interest accompanies this fact that it is not affixed to any particular Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings The obligations of the undersigned to the Holders of Notes and loan associations and credit unions) with membership in an approved signature guarantee medallion program to the Trustee pursuant to Securities the Subsidiary Guarantee and Exchange Commission Rule 17Ad-15 if shares the Indenture are expressly set forth in Article 11 of Common Stock are the Indenture and reference is hereby made to be issued, or Notes are the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to be delivered, other than which this Subsidiary Guarantee relates. This Subsidiary Guarantee is subject to and release upon the terms set forth in the name Indenture. BEAZER HOMES CORP. BEAZER/XXXXXXX REALTY, INC. BEAZER HOMES SALES ARIZONA INC. BEAZER REALTY CORP. XXXXXX HOMES REALTY, INC. BEAZER MORTGAGE CORPORATION BEAZER HOMES HOLDINGS CORP. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER HOMES TEXAS, L.P., By: ----------------------- Name: Xxxxx X. Xxxxx Title: An Authorized Officer of Each of the registered holder. Fill in for registration of shares if Subsidiary Guarantors OPTION OF HOLDER TO ELECT PURCHASE If you want to be issuedelect to have this Note purchased by the Company pursuant to Section 4.11, and Notes if to be delivered, other than to and in the name 4.16 or 4.20 of the registered holderIndenture, check the box below: |_| Section 4.11 (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberExcess Proceeds Offer)

Appears in 1 contract

Samples: Beazer Homes Texas Lp

Abbreviations. The following abbreviations, when used in the inscription of on the face of this Noteinstrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = - as joint tenants with right of survivorship and not as tenants in common _________________ State Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersignedASSIGNMENT FOR VALUE RECEIVED, the undersigned will pay all documentaryhereby sell(s), stamp or similar issue or transfer taxes, if any in accordance with Section 1002(eassign(s) and Section 1002(ftransfer(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 IndentureTrust Fund. Any amount required I (we) further direct the Trustee to be paid by issue a new Certificate of a like Percentage Interest and Class to the undersigned on account of interest accompanies this Noteabove named assignee and deliver such Certificate to the following address: . Dated: Signature(s) Signature Guarantee Signature(s) must by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be guaranteed made, by an eligible Guarantor Institution (bankswire transfer or otherwise, stock brokersin immediately available funds to for the account of account number or, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant if mailed by check, to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are Applicable statements should be mailed to be issuedThis information is provided by assignee named above, or Notes are to be deliveredits agent. EXHIBIT B [Reserved] EXHIBIT C [RESERVED] EXHIBIT D FORM OF MORTGAGE LOAN PURCHASE AGREEMENT MORTGAGE LOAN PURCHASE AGREEMENT This is a Mortgage Loan Purchase Agreement (the “Agreement”), other than to dated August 24, 2005, between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”) and in Citigroup Global Markets Realty Corp., a New York corporation (the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number“Seller”).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-4)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00A MANNKIND CORPORATION 5.75% Convertible Senior Subordinated Exchange Notes due 2036 Due 2024 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars)5,000,000. The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] 5.75% Convertible Senior Subordinated Exchange Notes Due 2024 To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral a multiple thereof) below designated, into cashand the Company, at its election, may deliver shares of Common Stock or a combination (together with cash in lieu of cash and shares of Common Stock, as applicable, fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holderHolder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holderHolder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 5.75% Convertible Senior Subordinated Exchange Notes Due 2024 To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To MannKind Corporation or a subsidiary thereof; or ☐ Pursuant to the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or ☐ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered Holder.

Appears in 1 contract

Samples: Indenture (Mannkind Corp)

Abbreviations. The following abbreviations, when used in the inscription of on the face of this Noteinstrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act CUST = Custodian __________________ (State) TEN ENT = - as tenants by the entireties JT TEN = - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(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 Asset Backed 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 DISTRIBUTION INSTRUCTIONS 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 assignee named above, or its agent. EXHIBIT A-5 FORM OF EXCHANGES CLASS A-2 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF NOTES5 RENEWABLE ENERGY GROUPTHE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). Series 2005-NC3 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: June 1, 2005 First Distribution Date: July 25, 2005 No. 1 Aggregate Certificate Principal Balance of the Class A-2 Certificates as of the Issue Date: $138,955,000.00 Denomination: $138,955,000.00 Servicer: New Century Mortgage Corporation Trustee: Deutsche Bank National Trust Company Issue Date: June 7, 2005 CUSIP: 144531 CX 6 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. ASSET BACKED PASS-THROUGH CERTIFICATE evidencing a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold by CITIGROUP MORTGAGE LOAN TRUST INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE 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 Cede & Co. is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of a Percentage Interest (obtained by dividing the denomination of this Note hereby exercises Certificate by the option aggregate Certificate Principal Balance of the Class A-2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-2 Certificates in REMIC III created pursuant to convert 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 Servicer and 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 is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note, or Certificate by virtue of the portion acceptance hereof (that assents and by which such Holder is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with bound. Pursuant to the terms of the Indenture referred to in this NoteAgreement, and directs that any cash payable and any shares distributions will be made on the 25th day of Common Stock issuable and deliverable upon each month or, if such conversion25th day is not a Business Day, together with any cash for any fractional sharethe Business Day immediately following (a “Distribution Date”), and any Notes representing any unconverted principal amount hereofcommencing on the First Distribution Date specified above, be issued and delivered to the Person in whose name this Certificate is registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are on the Record Date, in an amount equal to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) product of the Indenture. Any Percentage Interest evidenced by this Certificate and the amount required to be paid distributed to the Holders of Class A-2 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 undersigned on Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record 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 final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest accompanies payable with respect to this NoteCertificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) the related Formula Rate for such Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution Date. Dated: Signature(sThis Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) Signature Guarantee Signature(s) must be guaranteed and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by an eligible Guarantor Institution (banksthe aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to all as more specifically set forth herein and in the name 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 registered holderrights and obligations of the Depositor, the Servicer, the Trustee, and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Fill Any such consent by the Holder of this Certificate shall be 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. 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 Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of shares if transfer at the offices or agencies appointed by the Trustee 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 Trustee 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. 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, the 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 Trustee 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. The Depositor, the Servicer, the Trustee and any agent of the Depositor, the Servicer 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 Servicer, 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 issued, and Notes if paid to be delivered, them pursuant to the Agreement following the earlier of (i) the final payment or other than to and in the name of the registered holder: liquidation (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(sor any advance with respect thereto) of the Holder(slast Mortgage Loan and REO Property remaining in REMIC I and (ii) hereof must correspond with the name purchase by the party designated in the Agreement at a price determined as written upon provided in the face Agreement from REMIC I 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 REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Note in every particular without alteration Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amount. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or enlargement or be valid for any change whatever. Social Security or Other Taxpayer Identification Numberpurpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc3)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A8 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES BLACKLINE, INC. 4.000.00 % Convertible Senior Notes due 2036 2026 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 8 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx 0000, XxxxxxxxxxxXxx Xxxxxxx, XX 00000, 00000 Attention: Renewable Energy GroupBlackLine, Inc. Administrator. Administrator The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: [ 🌑 ], [ 🌑 ] 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,, 000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: BlackLine, Inc. Administrator The undersigned registered owner of this Note hereby acknowledges receipt of a notice from BlackLine, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, accrued and unpaid Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To BlackLine, Inc. or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended, and that continues to be effective at the time of such transfer; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Indenture (Blackline, Inc.)

Abbreviations. The following abbreviations, when used in the inscription of on the face of this Noteinstrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = - as joint tenants with right of if survivorship and not as tenants in common _______________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(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 Asset-Backed 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 DISTRIBUTION INSTRUCTIONS 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 assignee named above, or its agent. EXHIBIT A-7 FORM OF EXCHANGES CLASS M-2 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF NOTES5 RENEWABLE ENERGY GROUPTHE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE 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. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 0000-XX0 Xxxxxxxxx Certificate Principal Balance of the Class M-2 Certificates as of the Issue Date: $30,965,000.00 Pass-Through Rate: Variable Denomination: $30,965,000.00 Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 Servicer: Ocwen Loan Servicing, LLC First Distribution Date: December 27, 2005 Trust Administrator: Citibank, N.A. No. 1 Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G P7 7 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. ASSET-BACKED PASS-THROUGH CERTIFICATE evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold by CITIGROUP MORTGAGE LOAN TRUST INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE 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 Cede & Co. is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of a Percentage Interest (obtained by dividing the denomination of this Note hereby exercises Certificate by the option aggregate Certificate Principal Balance of the Class M-2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class M-2 Certificates in the REMIC created pursuant to convert 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 Servicer, the Trust Administrator and 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 is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note, or Certificate by virtue of the portion acceptance hereof (that assents and by which such Holder is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with bound. Pursuant to the terms of the Indenture referred to in this NoteAgreement, and directs that any cash payable and any shares distributions will be made on the 25th day of Common Stock issuable and deliverable upon each month or, if such conversion25th day is not a Business Day, together with any cash for any fractional sharethe Business Day immediately following (a “Distribution Date”), and any Notes representing any unconverted principal amount hereofcommencing on the First Distribution Date specified above, be issued and delivered to the Person in whose name this Certificate is registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are on the Record Date, in an amount equal to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) product of the Indenture. Any Percentage Interest evidenced by this Certificate and the amount required to be paid distributed to the Holders of Class M-2 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 undersigned on Trust Administrator by wire transfer in immediately available funds to the account of interest accompanies the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record 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 final distribution on this NoteCertificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the Agreement. Dated: Signature(sThis Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banksand representing the Percentage Interest specified above in the Class of Certificates to which the Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to all as more specifically set forth herein and in the name 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 registered holderrights and obligations of the Depositor, the Servicer, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Servicer, the Trust Administrator and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Fill Any such consent by the Holder of this Certificate shall be 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. 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 Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of shares if transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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. 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, the 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 Trust Administrator 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. The Depositor, the Servicer, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator, 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 Trust Administrator and required to be issued, and Notes if paid to be delivered, them pursuant to the Agreement following the earlier of (i) the final payment or other than to and in the name of the registered holder: liquidation (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(sor any advance with respect thereto) of the Holder(slast Mortgage Loan and REO Property remaining in the REMIC and (ii) hereof must correspond with the name purchase by the party designated in the Agreement at a price determined as written upon provided in the face Agreement from the REMIC 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 REMIC all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Note in every particular without alteration Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Trust Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or enlargement or be valid for any change whatever. Social Security or Other Taxpayer Identification Numberpurpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-He4)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN . TEN–COM = as tenants in common TEN–ENT as tenant by the entireties UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Cust Custodian JT–TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPEXCHANGE NOTICE TO: EMPIRE STATE REALTY OP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 L.P. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee or Custodian 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert exchange this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, Stock in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any the shares of Common Stock Stock, if any, issuable and deliverable upon such conversionexchange, together with any cash check in payment for any cash, if any, payable upon exchange or for fractional share, shares and any Notes representing any unconverted unexchanged principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or any portion of this Note not converted exchanged are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentarytransfer taxes payable with respect thereto. The undersigned registered owner of this Note hereby certifies that it or the Person on whose behalf the Notes are being exchanged is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Noteas amended. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issuedStock, or Notes are to be deliveredif any, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to 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 the registered holder: Please print name and address (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted exchanged (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Indenture (Empire State Realty OP, L.P.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = - Custodian TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: ON SEMICONDUCTOR CORPORATION XXXXX FARGO BANK, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. N.A. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, Stock of ON Semiconductor Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that any the cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. If any shares ; provided that the Company may at its option issue one share of Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Noterespect thereto. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number: DESIGNATED EVENT REPURCHASE NOTICE TO: ON SEMICONDUCTOR CORPORATION XXXXX FARGO BANK, N.A The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes, or applicable portion thereof, shall be repurchased by the Company pursuant to the terms and conditions specified in the Indenture. $ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s):

Appears in 1 contract

Samples: Indenture (On Semiconductor Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as (= tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (= tenants by the entireties entireties), JT TEN = (= as joint tenants with right of survivorship Survivorship and not as tenants in common common), UGMA (= Uniform Gifts to Minors Act), CUST (= Custodian). Additional abbreviations may also be used though not in the above list. SCHEDULE EXHIBIT B [FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Brookdale Senior Living Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the a portion hereof (that which is $1,000 principal amount or an integral multiple thereofhereof) below designated, into cash, shares of Common Stock or a any combination of cash and shares of Common Stock, as applicablethereof, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash payment for any fractional shareshares of Common Stock, and any Notes representing any unconverted principal amount hereof, be paid or issued and delivered delivered, as the case may be, to the registered Holder hereof unless a different name has been indicated below. Subject to exceptions set forth in the Indenture, if this notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note to be converted. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Principal amount to be converted (in an integral multiple of $1,000, if less than all): Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ________________________________________ * This signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. Signature Guarantee Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder. Agent to transfer this Security on the books of the Company. The Agent may substitute another to act for him or her. (Name) (Address) Please print Name and Address (including zip code number) Social Security or other Taxpayer Identifying Number EXHIBIT C [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] To: Brookdale Senior Living Inc. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Brookdale Senior Living Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) a qualified guarantor institution with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares under the Securities Exchange Act of Common Stock are to be issued, 1934. Signature Guaranty Social Security or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Other Taxpayer Identification Number Principal amount to be converted repurchased (in an integral multiple of $1,000, if less than all): $ ,$__________, 000 NOTICE: The above signature(s) of signature on the Holder(s) hereof Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security EXHIBIT D [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Other Taxpayer Identification NumberNumber of assignee) the within Note, and hereby irrevocably constitutes and appoints to transfer the said Note on the books of the Company, with full power of substitution in the premises. Date: Your Signature: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ________________________________________ * This signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Brookdale Senior Living Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A6 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, NOTES SHOPIFY INC. 4.000.125% Convertible Senior Notes due 2036 2025 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 6 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] SHOPIFY INC. 0.125% Convertible Senior Notes due 2025 To: Renewable Energy GroupComputershare Trust Company, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. N.A. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock Class A Shares or a combination of cash and shares of Common StockClass A Shares, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock Class A Shares issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name and address has been indicated below. If any shares of Common Stock Class A Shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Supplemental Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock Class A Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $________,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number If Note is held through a custodian, name of the custodian through which the Note is held: Name of Beneficial Holder: _____________________________________________ DTC Custodian’s Name:______________________________________ DTC Custodian’s Participant Number: _____________________ Custodian Contact Name: _____________________________________ Phone Number: _____________________________ Email Address: _____________________________ ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] SHOPIFY INC. 0.125% Convertible Senior Notes due 2025 To: Computershare Trust Company, N.A. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Shopify Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Supplemental Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. If Note is held through a custodian, name of the custodian through which the Note is held: Name of Beneficial Holder: _____________________________________________ DTC Custodian’s Name:______________________________________ DTC Custodian’s Participant Number: _____________________ Custodian Contact Name: ____________________________________ Phone Number: _____________________________ Email Address: _____________________________ ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] SHOPIFY INC.

Appears in 1 contract

Samples: Shopify Inc.

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = -___ Custodian ___ TEN ENT - as tenant by the entireties (Cust) (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. SCHEDULE FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPEXCHANGE NOTICE TO: CSK AUTO, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx000 X. Xxxxxxxx, Xxxxx 0000, Xxxxxxxxxxx000 Xxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. 00000 The undersigned registered owner of this Note hereby irrevocably exercises the option to convert exchange this Note, or the portion hereof thereof (that which is $1,000 principal amount Principal Amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableCSK Auto Corporation, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable the funds in payment of the lesser of the aggregate principal amount of the Notes being exchanged and any shares of Common Stock issuable and deliverable upon such conversionthe Exchange Value, together with any cash for funds in payment of fractional shares, if any, any fractional share, shares issuable and deliverable payable upon such exchange and any Notes representing any unconverted principal amount unexchanged Principal Amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any funds, shares of Common Stock or any portion of this Note not converted exchanged are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest Interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount Amount to be converted exchanged (if less than all): $ ,Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: CSK AUTO, INC. 000 X. Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to CSK Auto Corporation, and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: CSK AUTO, INC. 000 X. Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at a price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s)

Appears in 1 contract

Samples: Indenture (CSK Auto Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES HERCULES TECHNOLOGY GROWTH CAPITAL, INC. 4.006.00% Convertible Senior Notes due 2036 2016 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global Note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. [ ] The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp transfer or similar issue or transfer taxes, if any taxes in accordance with Section 1002(e) and Section 1002(f13.02(d) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (Hercules Technology Growth Capital Inc)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed such as though they were written out in full according to applicable laws or regulations: TEN COM = as (=tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as common), TENANT (=tenants by the entireties entireties), JT TEN = (=joint tenants with right of survivorship and not as tenants in common Additional abbreviations common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may also be used though not in the above list. made to: M/I Homes, Inc. 0 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxx 00000 Attention: Secretary SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES M/I HOMES, INC. 4.003.0% Convertible Senior Notes due 2036 CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2018 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars$ ). The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 Include for a Global ATTACHMENT 1 FORM OF ASSIGNMENT M/I HOMES, INC. 3.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2018 If you, the Holder, want to assign this Note. NOTICE OF CONVERSION To, fill in the form below and have your signature guaranteed: Renewable Energy GroupI or we assign and transfer this Note to: (Print or type name, Inc. To: Wilmington Trustaddress and zip code and social security or tax ID number of assignee) and irrevocably appoint , National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administratoragent to transfer this Note on the books of the Company. The undersigned registered owner agent may substitute another to act for him. Dated: Signed: (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 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 appears on the other side of this Note) Signature Guarantee: XXXX XX XXXXXXXXXX NOTICE M/I HOMES, INC. 3.0% CONVERTIBLE SENIOR NOTES DUE 2018 Certificate No. of Note: If you want to elect to have this Note repurchased by the Company pursuant to Section 4.12 of the Supplemental Indenture, check the box: ¨ If you want to elect to have only part of this Note hereby exercises repurchased by the option Company pursuant to Section 4.12 of the Supplemental Indenture, as applicable, state the principal amount to be so repurchased by the Company: $ (in an integral multiple of $1,000) 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 Trustee.) ATTACHMENT 3 FORM OF CONVERSION NOTICE M/I HOMES, INC. 3.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2018 To convert this Note in accordance with the Indenture, check the box: ¨ To convert only part of this Note, or state the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, to be converted (must be in multiples of $1,000): $ If you want the stock certificate representing the 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 Note) Signature(s) guaranteed by: (All signatures must be guaranteed by a combination guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) EXHIBIT B NOTATION OF GUARANTEE Each of cash the undersigned (the “Guarantors”) hereby jointly and shares severally unconditionally guarantees, to the extent set forth in the Indenture dated as of Common StockSeptember 11, 2012 (the “Base Indenture”), as applicablesupplemented by the 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 the provisions of the Indenture, (a) the 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 the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to 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 referred to are expressly set forth in this NoteArticle XI of the Supplemental Indenture, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered reference is hereby made to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion Indenture for the precise terms and limitations of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the IndentureGuarantee. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face Each Holder of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Numberto which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions.

Appears in 1 contract

Samples: Supplemental Indenture (M I Homes Inc)

AutoNDA by SimpleDocs

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = - Custodian TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: AIRTRAN HOLDINGS, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. WILMINGTON TRUST COMPANY The undersigned registered owner [beneficial holder]* of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common StockAirTran Holdings, as applicable, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest interest, including contingent interest, if any, accompanies this Note. Dated: Name of Holder or underlying participant of Depository Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in * Insert for Global Note. accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number: OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE TO: AIRTRAN HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from AirTran Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but excluding, the Fundamental Change Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated:

Appears in 1 contract

Samples: Indenture (Airtran Airways Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A23 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES [●] 15.0% Cash + 5.0% PIK Convertible Senior Notes due 2036 2026 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars[__]). The following increases (including for PIK Interest) or decreases in the principal amount of this Global Note have been made: Date 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 5 23 Include for if a Global Noteglobal note. 92 ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, as Trustee [●]24 Attention: Renewable Energy Group, Inc. Administrator. [●] The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number.

Appears in 1 contract

Samples: Indenture (Ventoux CCM Acquisition Corp.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES Oasis Petroleum Inc. 2.625% Convertible Senior Notes due 2036 2023 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. A-7 ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Xxxxx Association 0000 Xxx Xxxxxx, Xxxxx 0000Suite 1150 Houston, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. Texas 77056 The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableapplicable at the election of the Company, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Sixth Supplemental Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) Signatures 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other A-8 than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $[●],000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank National Association 0000 Xxx Xxxxxx, Suite 1150 Houston, Texas 77056 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Oasis Petroleum Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Sixth Supplemental Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signatures Social Security or Other Taxpayer Identification Number NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received [●] hereby sell(s), assign(s) and transfers) unto [●] (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints [●] attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B NOTATION OF SUBSIDIARY GUARANTEE Each of the Subsidiary Guarantors (which term includes any successor Person under the Indenture (as defined below)), has fully and unconditionally guaranteed, to the extent set forth in Article 17 of the Sixth Supplemental Indenture dated as of September 19, 2016, by and among Oasis Petroleum Inc., as issuer, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the “Supplemental Indenture”) to the Indenture, dated as of November 10, 2011 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Company. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 17 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and the conditions upon which it may be released.

Appears in 1 contract

Samples: Supplemental Indenture (Oasis Petroleum Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES6 WABASH NATIONAL CORPORATION 3.375% Convertible Senior Notes due 2036 2018 The initial principal amount of this Global Note is [___________________] DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date of Exchange Amount of decrease in principal amount Principal Amount of this Global Note Amount of increase in principal amount Principal Amount of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian 5 6 Include for a Global Note. 8 ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, Wabash National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional shareshare of Common Stock, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder of the Notes hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp transfer taxes or similar issue or transfer taxes, if any governmental charges in accordance with Section 1002(e8.02(d) and Section 1002(for (e) of the Supplemental Indenture, as applicable. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number_________________________

Appears in 1 contract

Samples: First Supplemental Indenture (Wabash National Corp /De)

Abbreviations. The following abbreviations, when used in the inscription of the face of this NoteDebenture, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = -- as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = -- Custodian TEN ENT = -- as tenants tenant by the entireties JT TEN = (Cust) (Minor) as joint tenants with right of survivorship and not as tenants JT TEN -- in common under Uniform Gifts to Minors Act --------------------------------- (State) Additional abbreviations may also be used though not in the above list. SCHEDULE FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: ALLIED WASTE INDUSTRIES, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. BANK NATIONAL ASSOCIATION The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of Allied Waste Industries, Inc. and/or cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any the shares of Common Stock issuable and deliverable and/or cash payable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or shares, any portion of this Note Debenture not converted or a check for cash payable are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest Interest, including Contingent Interest, if any, accompanies this NoteDebenture. Dated: ___________________________ ___________________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an "eligible Guarantor Institution guarantor institution" meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions"STAMP") with membership in an approved or such other "signature guarantee medallion program pursuant to program" as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. ________________________________________________________________________________ Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: _________________________________ (Name) _________________________________ (Street Address) _________________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: ALLIED WASTE INDUSTRIES, INC. U.S. BANK NATIONAL ASSOCIATION The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Allied Waste Industries, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ___________________________ ___________________________ Signature(s)

Appears in 1 contract

Samples: Indenture (Allied Waste Industries Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A5 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES OPKO Health, INC. 4.00Inc. 4.50% Convertible Senior Notes due 2036 2025 The initial principal amount of this Global Note is [ ] DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 Notes Custodian 5 Include for a Global Note. Note ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupOPKO Health, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Xxxxx Xxxxxxas trustee Two Midtown Plaza 0000 Xxxx Xxxxxxxxx Xxxxxx X.X., Xxxxx 0000, Xxxxxxxxxxx0000 Xxxxxxx, XX 00000, 00000 Attention: Renewable Energy GroupXxxxxx Xxxxx (OPKO Health, Inc. Administrator. 4.50% Convertible Senior Notes due 2025) The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e11.02(d) and Section 1002(f11.02(e) of the First Supplemental Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: First Supplemental Indenture (Opko Health, Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE ATTACHMENT 1 [FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, FXCM Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple in excess thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Class A Common Stock, as applicableif any (subject to the Company’s right to deliver cash in lieu of all or a portion of such shares), in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Class A Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Class A Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Class A Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: FXCM Inc. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from FXCM Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple in excess thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Indenture (FXCM Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = - Custodian TEN ENT - as tenant by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in ___________________________ common (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE FORM OF CONVERSION ToNOTICE TO: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares Common Shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, American Financial Realty Trust in accordance with the terms of the Indenture referred to in this Note, subject to the Company’s payment elections, and directs that any cash payable and any the shares of Common Stock issuable and deliverable payable upon such conversion, together with any cash check in payment of amounts due upon conversion or for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or shares, any portion of this Note not converted or a check for cash payable are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest Interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if shares Act of 1934, as amended. Signature Guarantee Fill in the registration of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares Shares if to be issued, and Notes if to be delivered, and the name of the check to be issued, if any, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 Social Security or Other Taxpayer Identification Number: FORM OF CHANGE IN CONTROL REPURCHASE ELECTION TO: AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from American Financial Realty Trust (the “Company”) as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such principal amount or portion thereof, together with accrued Interest up to, but not including, the Change in Control Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from American Financial Realty Trust (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal or portion thereof, together with accrued Interest up to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: ASSIGNMENT For value received hereby sell(s) assign(s) and transfer(s) unto (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the Note prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the undersigned confirms that such Note is being transferred: ¨ To American Financial Realty Trust or a subsidiary thereof; or

Appears in 1 contract

Samples: American Financial Realty Trust

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ​ ​ ​ ​ SCHEDULE A8 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, NOTES NIO INC. 4.000.50% Convertible Senior Notes due 2036 2027 The initial principal amount of this Global Note is $[ [__________] UNITED STATES DOLLARS ([ ] U.S. dollarsUS$[_______________]). The following increases or decreases in the principal amount of this Global Note have been made: Date ​ ​ ​ ​ ​ ​ ​ ​ Principal amount of ​ ​ ​ Amount of decrease ​ Amount of increase in ​ this Global Note ​ Signature of ​ ​ in principal amount ​ principal amount of ​ following such ​ authorized signatory Date of exchange ​ 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 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8 Include for if a Global Note. ​ ​ ​ ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupNIO INC. DEUTSCHE BANK TRUST COMPANY AMERICAS, Inc. To: Wilmington Trustas Conversion Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. as ADS Depositary The undersigned registered owner holder of this Note hereby exercises the option to convert this that Note, or the portion hereof thereof (that is $US$1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, ADSs in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and ADSs deliverable upon such conversion, together with any cash payable for any fractional shareFractional ADS, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. Terms defined in the Unrestricted Deposit Agreement, the Restricted Deposit Agreement or the Indenture referred to in this Notice are used herein as so defined. If any shares of Common Stock ADSs or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp stamp, issue, transfer or similar issue or transfer taxes, if any any, in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Notice. In connection with the conversion of this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be deliveredthe portion hereof below designated, other than the undersigned acknowledges, represents to and agrees with the Company and the ADS Depositary that the undersigned is not an “affiliate” (as defined in Rule 144 under the name Securities Act of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s1933) of the Holder(sCompany and has not been an “affiliate” (as defined in Rule 144 under the Securities Act of 1933) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whateverCompany during the three months immediately preceding the date hereof. Social Security or Other Taxpayer Identification Number[The undersigned further certifies:

Appears in 1 contract

Samples: Indenture (NIO Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A8 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES PureCycle Technologies, INC. 4.00Inc. 7.25% Green Convertible Senior Notes due 2036 2030 The initial principal amount at maturity of this Global Note is _________ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date of exchange Amount of decrease in principal amount at maturity of this Global Note Amount of increase in principal amount at maturity of this Global Note Principal amount at maturity of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 5 8 Include for if a Global Noteglobal note. Attachment 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington TrustU.S. Bank Trust Company, National Association, 00 Xxxxx Xxxxx Xxxxxxas Trustee 000 Xxxxxx Xxxxxx Cincinnati, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Ohio 45202 Attention: Renewable Energy GroupXxxxxx Xxxxxx (PureCycle Technologies, Inc. Administrator. ) The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount at maturity or an integral multiple thereof) below designated, into into, at the Company’s election, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount at maturity hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount at maturity to be converted (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber Attachment 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank Trust Company National Association, as Trustee 000 Xxxxxx Xxxxxx Cincinnati, Ohio 45202 Attention: Xxxxxx Xxxxxx (PureCycle Technologies, Inc. Administrator) The undersigned registered owner of this Note hereby acknowledges receipt of a notice from PureCycle Technologies, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire Accreted Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount at maturity or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount at maturity to be repurchased (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Attachment 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note, the undersigned confirms that such Note is being transferred: ☐ To PureCycle Technologies, Inc. or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 4 [FORM OF REPURCHASE NOTICE] To: Paying Agent The undersigned registered owner of this Note hereby requests and instructs PureCycle Technologies, Inc. (the “Company”) to pay to the registered holder hereof in accordance with Section 15.01 of the Indenture referred to in this Note (1) the entire principal amount at maturity of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if the Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, the Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount at maturity to be repurchased (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B The following table sets forth the Accreted Principal Amount per $1,000 principal amount of Notes, expressed as a percentage of $1,000 principal amount of Notes, as of the specified dates during the period from the date hereof through August 15, 2027. Date Accreted Principal Xxxxxx As Percentage of Par Dollars August 24, 2023 90.000% $ 900.00 February 15, 2024 91.140% $ 911.40 August 15, 2024 92.356% $ 923.56 February 15, 2025 93.588% $ 935.88 August 15, 2025 94.837% $ 948.37 February 15, 2026 96.102% $ 961.02 August 15, 2026 97.384% $ 973.84 February 15, 2027 98.683% $ 986.83 August 15, 2027 100.000% $ 1,000.00 The Accreted Principal Amount for Notes between the dates listed above will include an amount reflecting the principal that has accreted as of such date since the immediately preceding date in the table at an accretion rate of 2.686% per annum. If any date where the Accreted Principal Amount must be determined for purposes of the Indenture is between two consecutive dates set forth above, the Accreted Principal Amount will be determined by a straight-line interpolation between the Accreted Principal Amount set forth for such two dates, based on a 365-day year. The Company will calculate the Accreted Principal Amount and shall promptly deliver the Accreted Principal Amount calculation to the Trustee or any Holder upon request.

Appears in 1 contract

Samples: Indenture (PureCycle Technologies, Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A7 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES Fastly, INC. 4.00Inc. 0% Convertible Senior Notes due 2036 2026 The initial principal amount of this Global Note is _______ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 7 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupU.S. Bank National Association 00 Xxxxxxxxxx Xxx. Saint Xxxx, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, MN 55107 Attention: Renewable Energy Group, Inc. Administrator. Global Corporate Trust The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest any Special Interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank National Association 00 Xxxxxxxxxx Xxx. Saint Xxxx, MN 55107 Attention: Global Corporate Trust The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Fastly, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date, accrued and unpaid Special Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: _____________________ Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To Fastly, Inc. or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: ________________________ 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Indenture (Fastly, Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties ____________________ Custodian (Cust) JT TEN = - as joint tenants with _________________________under right of survivorship (Minor) and not as tenants in common Uniform Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE {FORM OF CONVERSION NOTICE} CONVERSION NOTICE To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. Park Electrochemical Corp. The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (that which is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ___________________ ______________________________ ______________________________ 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. _______________________________ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: ________________________________ (Name) ________________________________ (Street AddressXxxxxx Xxxxxxx) ________________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 $_______________ _______________________________ Social Security or Other Taxpayer Identification Number {FORM OF OPTION TO ELECT TO REPURCHASE UPON A FUNDAMENTAL CHANGE} To: Park Electrochemical Corp. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Park Electrochemical Corp. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note, together with accrued interest to such date, to the registered holder hereof. Dated: _______________________ ______________________________ ______________________________ Signature(s) ______________________________ Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $_________ NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security {FORM OF ASSIGNMENT} For value received ______________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ ________________________________________________________ (Please insert social security or Other Taxpayer Identification Numberother identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints ____________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: _________________________ ______________________________ ______________________________ Signature(s) 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. ________________________________ Signature Guarantee

Appears in 1 contract

Samples: Park Electrochemical Corp

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A9 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES BLACKLINE, INC. 4.000.125% Convertible Senior Notes due 2036 2024 The initial principal amount of this Global Note is DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 9 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx 0000, XxxxxxxxxxxXxx Xxxxxxx, XX 00000, 00000 Attention: Renewable Energy GroupBlackLine, Inc. Administrator. Administrator The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: [ ● ], [ ● ] 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: BlackLine, Inc. Administrator The undersigned registered owner of this Note hereby acknowledges receipt of a notice from BlackLine, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To BlackLine, Inc. or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended, and that continues to be effective at the time of such transfer; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Indenture (Blackline, Inc.)

Abbreviations. The following abbreviations, when Customary abbreviations may be used in the inscription name of the face of this Notea Holder or an assignee, shall be construed as though they were written out in full according to applicable laws or regulationssuch as: TEN COM = as (=tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian common), TEN ENT = as (=tenants by the entireties entireties), JT TEN = (=joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 00. XXDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In addition to the rights provided to Holders of Debentures under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the above listRegistration Rights Agreement. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to: Lomak Petroleum, Inc. 500 Xxxxxxxxxxxx Xxxxxx Suite 2104 Fort Worth, Texas 76102 Attn: President SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00% Convertible Senior Notes due 2036 GLOBAL SECURITY FOR DEFINITIVE SECURITIES The initial principal amount following exchanges of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note Security for Definitive Securities have been made: Date Amount of Principal Amount Signature of decrease in principal amount Amount of increase of this Global Note authorized officer Principal Amount in Principal Security following of increase in principal amount Trustee or of this Global Note Principal amount Amount of this Global Note following such decrease or increase Signature Debentures Date of authorized signatory of Trustee or Exchange Security Global Security increase) Custodian 5 Include for a Global Note. NOTICE -------------------------------------------------------------------------------------------------------------------------- 82 FORM OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. The undersigned registered owner of this Note ELECTION TO CONVERT I (we) hereby exercises irrevocably exercise the option to convert this NoteDebenture, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs direct that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, and any Notes representing any unconverted principal amount hereofshares, be issued in the name of and delivered to the undersigned registered Holder hereof hereof, unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) respect thereto. Portion of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount Debenture to be converted (if less than allpartial conversion, $1,000 or an integral multiple thereof): $ ,000 NOTICE------------------ Signature: The above signature(s) of the Holder(s) hereof must correspond with the ----------------------------- (exactly as your name as written upon appears on the face of this Debenture) Name: ----------------------------------------- Title: ---------------------------------------- Address: -------------------------------------- Phone No.: ------------------------------------- Date: ----------------------------------------- If shares are to be issued and registered in the Note in every particular without alteration name of a Person other than the undersigned, please print the name and address, including zip code, and social security or enlargement or any change whatever. Social Security or Other Taxpayer Identification Numberother taxpayer identification number of such Person below.

Appears in 1 contract

Samples: Lomak Petroleum Inc

Abbreviations. The following abbreviations, when used in the inscription of the face of this NoteDebenture, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = -____ Custodian ____ TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship under Uniform Gifts to Minors Act and not as tenants in common ______________________________________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE FORM OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: TOWER AUTOMOTIVE, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common StockTower Automotive, as applicableInc., in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable requests and any instructs the Company to issue and deliver to the undersigned registered owner (unless a different name has been indicated below) the shares of Common Stock issuable and deliverable upon such conversionconversion (and/or, should the Company elect to deliver cash, or a combination of cash and Common Stock in lieu thereof, a check for the cash amount payable), together with (i) any cash for any fractional share, and any Notes Debentures representing any unconverted principal amount hereofhereof and (ii) any check in payment for interest, be issued if any, and delivered fractional shares. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the registered Holder hereof unless a different name has been indicated belowIndenture. If any shares of Common Stock or any portion of the principal amount of this Note Debenture not converted are to be issued in the name of a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Noterespect thereto. Dated: _______________________ _____________________ _____________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution guarantor institution” meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions“STAMP”) with membership in an approved or such other “signature guarantee medallion program pursuant to program” as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. ________________________ Signature Guarantee NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatsoever. Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: _________________ (Name) _________________ (Street AddressXxxxxx Xxxxxxx) _________________ (City, State and Zip Code) _________________ Please print name and address Principal amount to be converted (if less than all): $ ,000 $_________________ Social Security or Other Taxpayer Identification Number: _________________ FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: TOWER AUTOMOTIVE, INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Tower Automotive, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture. This Debenture shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture. If shares of Common Stock or any portion of the principal amount of this Debenture is to be issued or paid, as applicable, to a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. If the Company elects to pay the Fundamental Change Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Fundamental Change Repurchase Price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Fundamental Change Repurchase Price in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, the undersigned registered owner elects:  to withdraw this Fundamental Change Repurchase Election as to $__________ principal amount of the Debentures to which this Fundamental Change Repurchase Election relates (Certificate Numbers: ______________________________________________), or  to receive cash in respect of $_______________ principal amount of the Debentures to which this Fundamental Change Repurchase Election relates. Dated: _______________________ _____________________ _____________________ Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: TOWER AUTOMOTIVE, INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Tower Automotive, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Debentures and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Company Repurchase Date, to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. If shares of Common Stock or any portion of the principal amount of this Debenture is to be issued or paid, as applicable, to a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. If the Company elects to pay the Company Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Repurchase Price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Company Repurchase Price in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the Company Repurchase Date, the undersigned registered owner elects:  to withdraw this Company Repurchase Election as to $__________ principal amount of the Debentures to which this Company Repurchase Election relates (Certificate Numbers: ____________________________________________), or  to receive cash in respect of $_______________ principal amount of the Debentures to which this Company Repurchase Election relates. Dated: _______________________ _____________________ _____________________ Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): _____________________________________ Principal amount to be repurchased (if less than all): _____________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________

Appears in 1 contract

Samples: Tower Automotive Inc

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES INSMED INCORPORATED 0.75% Convertible Senior Notes due 2036 2028 The initial principal amount of this Global Note is [ ] DOLLARS ($[ ] ([ ] U.S. dollars]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupInsmed Incorporated Xxxxx Fargo Bank, Inc. To: Wilmington Trust, National Association, 00 N.A.—DAPS REORG 000 X. 0xx Xxxxxx—0xx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, XXX X0000-000 Xxxxxxxxxxx, XX 00000, Attention00000 Phone: Renewable Energy Group, Inc. Administrator. 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 in principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableat the Company’s election, in accordance with the terms of the Indenture referred to in this NoteIndenture, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional shareshare of Common Stock, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e) and Section 1002(f) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: Insmed Incorporated Xxxxx Fargo Bank, N.A.—DAPS REORG 000 X. 0xx Xxxxxx—0xx Xxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Insmed, Incorporated (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the Indenture (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] Xxxxx Fargo Bank, N.A.—DAPS REORG 000 X. 0xx Xxxxxx—0xx Xxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert Social Security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: ___________________________ 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Appears in 1 contract

Samples: Insmed Incorporated (INSMED Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A SCHEDULE OF EXCHANGES INCREASES AND DECREASES OF NOTES5 RENEWABLE ENERGY GROUP, NOTES BRAEMAR HOTELS & RESORTS INC. 4.004.50% Convertible Senior Notes due 2036 2026 The initial principal amount of this Global Note is EIGHTY-SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($[ ] ([ ] U.S. dollars86,250,000). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. 62 Attachment 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy GroupBRAEMAR HOTELS & RESORTS INC. U.S. BANK NATIONAL ASSOCIATION, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. as Conversion Agent The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cashfor cash and, if applicable, shares of Common Stock or a combination of cash and shares of the Common Stock, as applicableif any, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of the Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of the Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any any, in accordance with Section 1002(e) and Section 1002(f14.03(i) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of the Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Indenture (Braemar Hotels & Resorts Inc.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A7 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, NOTES GAMIDA CELL INC. 4.005.875% Convertible Exchangeable Senior Notes due 2036 2026 The initial principal amount of this Global Note is _______ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 7 Include for if a Global Note. global note ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION EXCHANGE] To: Renewable Energy GroupWILMINGTON SAVINGS FUND SOCIETY, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx FSB 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx 0000, XxxxxxxxxxxXxxxxxxxxx, XX 00000, 00000 Attention: Renewable Energy Group, Inc. Administrator. GCM/Gamida Cell LTD The undersigned registered owner of this Note hereby exercises the option to convert exchange this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, Ordinary Shares in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock the Ordinary Shares issuable and deliverable upon such conversionexchange, together with any cash for any fractional share, and any Notes representing any unconverted unexchanged principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock Ordinary Shares or any portion of this Note not converted exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of any interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock Ordinary Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: _________________________ (Name) _________________________ (Street AddressXxxxxx Xxxxxxx) _________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted exchanged (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. _________________________ Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: WILMINGTON SAVINGS FUND SOCIETY, FSB 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: GCM/Gamida Cell LTD The undersigned registered owner of this Note hereby acknowledges receipt of a notice from GAMIDA CELL INC. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: _____________________ ________________________________ Signature(s) _________________________ Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred: ☐ To GAMIDA CELL INC. or GAMIDA CELL LTD. or any of their respective subsidiaries; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: ________________________ _____________________________________ _____________________________________ 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE [_____] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [ ], among [NEW GUARANTOR] (the “New Guarantor”), a subsidiary of GAMIDA CELL INC. (or its successor), a Delaware corporation (the “Company”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (the “Trustee”) under the indenture referred to below.

Appears in 1 contract

Samples: Indenture (Gamida Cell Ltd.)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A8 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUP, INC. 4.00NOTES FLUIDIGM CORPORATION 5.25% Convertible Senior Notes due 2036 2024 The initial principal amount of this Global Note is _______ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 8 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx 0000, XxxxxxxxxxxXxx Xxxxxxx, XX 00000, 00000 Attention: Renewable Energy Group, Inc. Administrator. Fluidigm Corporation Administrator The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: [ ● ], [ ● ] 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Indenture (Fluidigm Corp)

Abbreviations. The following abbreviations, when used in the inscription of the face of this NoteDebenture, shall be construed as though they were written out in full according to applicable laws or regulations: . TEN COM = - as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = -___ Custodian ___ TEN ENT = - as tenants tenant by the entireties (Cust) (Minor) JT TEN = - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act ____________________________ (State) Additional abbreviations may also be used though not in the above list. SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPCONVERSION NOTICE TO: XXXXXX XXXXXXXXXX TECHNOLOGIES, INC. 4.00% Convertible Senior Notes due 2036 The initial principal amount of this Global Note is $[ ] ([ ] U.S. dollars). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 Include for a Global Note. NOTICE OF CONVERSION To: Renewable Energy Group, Inc. To: Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Renewable Energy Group, Inc. Administrator. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of this Note Debenture hereby irrevocably exercises the option to convert this NoteDebenture, or the portion hereof thereof (that which is $1,000 principal amount or an integral a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common StockXxxxxx Xxxxxxxxxx Technologies, as applicable, Inc. in accordance with the terms of the Indenture referred to in this NoteDebenture, and directs that any cash payable and any the shares of Common Stock issuable and deliverable upon such conversion, together with any cash check in payment for any fractional share, shares and any Notes Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any shares of Common Stock or any portion of this Note Debenture not converted are to be issued in the name of a Person person other than the undersigned, the undersigned will provide the appropriate information below and pay all documentary, stamp or similar issue or transfer taxes, if any in accordance taxes payable with Section 1002(e) and Section 1002(f) of the Indenturerespect thereto. Any amount required to be paid by the undersigned on account of interest interest, including contingent interest, if any, accompanies this NoteDebenture. Dated: ______________________ Signature(s) Signature Guarantee Signature(s) must be guaranteed by an "eligible Guarantor Institution guarantor institution" meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (banks, stock brokers, savings and loan associations and credit unions"STAMP") with membership in an approved or such other "signature guarantee medallion program pursuant to program" as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Commission Rule 17Ad-15 if Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes Debentures if to be delivered, other than to and in the name of the registered holder: __________________________ (Name) ______________________________ (Street AddressXxxxxx Xxxxxxx) ______________________________ (City, State and Zip Code) ______________________________ Please print name and address Principal amount to be converted (if less than all): $ ,000 $_____________________________ Social Security or Other Taxpayer Identification Number: ______________________________ OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE TO: XXXXXX XXXXXXXXXX TECHNOLOGIES, INC. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Xxxxxx Xxxxxxxxxx Technologies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but excluding, the Fundamental Change Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ______________________ ______________________________ ______________________________ Signature(s) NOTICE: The above signature(s) signatures of the Holder(sholder(s) hereof must correspond with the name as written upon the face of the Note Debenture in every particular without alteration or enlargement or any change whatever. Principal amount to be repaid (if less than all): ______________________________ ______________________________ Social Security or Other Taxpayer Identification Number REPURCHASE NOTICE TO: XXXXXX XXXXXXXXXX TECHNOLOGIES, INC. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Xxxxxx Xxxxxxxxxx Technologies, Inc. (the "Company") regarding the right of holders to elect to require the Company to repurchase the Debentures and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, by excluding, the Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Indenture. If the Company elects to pay the purchase price, in whole or in part, in shares of Common Stock but such portion of the purchase price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the purchase price in shares of Common Stock is not satisfied prior to the close of business on the applicable Repurchase Date, the undersigned registered owner elects: [ ] to withdraw this Repurchase Notice as to $[ ] principal amount of the Debentures to which this Repurchase Notice relates (Certificate Numbers: ), or [ ] to receive cash in respect of $[ ] principal amount of the Debentures to which this Repurchase Notice relates. Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:

Appears in 1 contract

Samples: Wilson Greatbatch (Wilson Greatbatch Technologies Inc)

Abbreviations. The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT = as tenants by the entireties JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. SCHEDULE A7 SCHEDULE OF EXCHANGES OF NOTES5 RENEWABLE ENERGY GROUPNOTES Vertex Energy, INC. 4.00Inc. 6.25% Convertible Senior Notes due 2036 2027 The initial principal amount of this Global Note is _________ DOLLARS ($[ ] ([ ] U.S. dollars[_________]). The following increases or decreases in the principal amount of this Global Note have been made: Date 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 5 7 Include for if a Global Noteglobal note. ATTACHMENT 1 [FORM OF NOTICE OF CONVERSION CONVERSION] To: Renewable Energy Group, Inc. To: Wilmington Trust, U.S. Bank National Association, 00 Xxxxx Xxxxx Xxxxxxas Trustee 8 Xxxxxxxx Xxxxx, Xxxxx 00000000 Xxxxxxx, Xxxxxxxxxxx, XX 00000, Xxxxx 00000 Attention: Renewable Energy GroupA. Xxxxx (Vertex Energy, Inc. Administrator. ) The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount at maturity or an integral multiple thereof) below designated, into into, at the Company’s election, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 1002(e14.02(d) and Section 1002(f14.02(e) of the Indenture. Any amount required to be paid by to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: 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 shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification NumberNumber ATTACHMENT 2 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] To: U.S. Bank National Association, as Trustee 8 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: A. Xxxxx (Vertex Energy, Inc. Administrator) The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Vertex Energy, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire Accreted Principal Amount of this Note, or the portion thereof (that is $1,000 principal amount at maturity or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. ATTACHMENT 3 [FORM OF ASSIGNMENT AND TRANSFER] For value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note, the undersigned confirms that such Note is being transferred: ☐ To Vertex Energy, Inc. or a subsidiary thereof; or ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or ☐ Pursuant to 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 of 1933, as amended. Dated: 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 to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B The following table sets forth the Accreted Principal Amount per $1,000 principal amount of Notes, expressed as a percentage of $1,000 principal amount of Notes, as of the specified dates during the period from the date of this Indenture through the Maturity Date. Date Accreted Principal Amount As Percentage of Par Dollars November 1, 2021 90.00% $ 900.00 April 1, 2022 90.67% $ 906.70 October 1, 2022 91.48% $ 914.80 April 1, 2023 92.30% $ 923.00 October 1, 2023 93.12% $ 931.20 April 1, 2024 93.96% $ 939.60 October 1, 2024 94.80% $ 948.00 April 1, 2025 95.65% $ 956.50 October 1, 2025 96.50% $ 965.00 April 1, 2026 97.36% $ 973.60 October 1, 2026 98.24% $ 982.40 April 1, 2027 99.11% $ 991.10 October 1, 2027 100.00% $ 1,000.00 The Accreted Principal Amount for Notes between the dates listed above will include an amount reflecting the principal that has accreted as of such date since the immediately preceding date in the table at an accretion rate of 1.80% per annum. If any date where the Accreted Principal Amount must be determined for purposes of the Indenture is between two consecutive dates set forth above, the Accreted Principal Amount will be determined by a straight-line interpolation between the Accreted Principal Amount set forth for such two dates, based on a 365-day year. The Company will calculate the Accreted Principal Amount and shall deliver the Accreted Principal Amount to the Trustee upon request.

Appears in 1 contract

Samples: Indenture (Vertex Energy Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.