Common use of Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security Clause in Contracts

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Guarantor. [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxx [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo Xxxxxx Scientific (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company (the “Guarantor”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 2 contracts

Samples: Thermo Fisher Scientific Inc., Thermo Fisher Scientific (Finance I) B.V.

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Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ or. Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. [Insert Name of Owner] By: Name: Title: Name Title Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Signet UK Finance plc 000 Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxx London EC4N 6EU United Kingdom [Trustee] [Address of TrusteeAddress] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo Xxxxxx Scientific (Signet UK Finance I) B.V.plc, a private public limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands England and Wales (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company the guarantors party thereto (the “GuarantorGuarantors) ), and , a a, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ]] [and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 2 contracts

Samples: Signet Jewelers LTD, Sterling Jewelers LLC

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ or. Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. [Insert Name of Owner] By: Name: Title: Name Title Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: STERIS Irish XxxXx Unlimited Company 70 Sir Xxxx X. Xxxxxxxxx Xxxxxxxx’x Quay Dublin 2 Ireland X00 X000 [Trustee] [Address of TrusteeAddress] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among STERIS Irish XxxXx Unlimited Company, among Thermo Xxxxxx Scientific (Finance I) B.V., a private limited liability an Irish public unlimited company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company the guarantors party thereto (the “GuarantorGuarantors) ), and , a a, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ]] [and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 2 contracts

Samples: STERIS PLC, STERIS LTD

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific NetApp, Inc. 000 Xxxxx Xxxxxx XxxxxxxXxxx Xxxx Xxxxx, Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Treasurer U.S. Bank National Association Corporate Trust Services 000 Xxxx X. Xxxxxxxxx [Trustee] [Address of Trustee] Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of December 12, 2012 between NetApp, among Thermo Xxxxxx Scientific (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company (the “GuarantorCompany”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 1 contract

Samples: Indenture (NetApp, Inc.)

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Covidien International Finance S.A. 0xx Xxxxx, 0x xx Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 L-1724 Luxembourg Attention: Xxxx X. Xxxxxxxxx The Managing Directors [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo Xxxxxx Scientific (Covidien International Finance I) B.V.S.A., a private limited liability Luxembourg company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc.Covidien Ltd., a Delaware Bermuda company (the GuarantorParent) ), and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 1 contract

Samples: Covidien Ltd.

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. Dated: __________________________________________ [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Applied Materials, Inc. 0000 Xxxxxx Scientific Inc. Xxxxxx P.O. Box 58039 Santa Clara, California 95052 Attention: Xxxxxxxx Xxx, Treasurer The Bank of New York Mellon Trust Company, N.A., 000 Xxxxx Xxxxxx XxxxxxxXxxxx Suite 6200B, Xxxxxxxxxxxxx 00000 Floor 62, Mailbox #44 Chicago, Illinois 60606 Attention: Corporate Trust Administration – Xxxx X. Xxxxxxxxx [Trustee] [Address of Trustee] Xxxxx, Xx. Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of June 11, 2024, among Thermo Xxxxxx Scientific (Finance I) B.V.between Applied Materials, a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company (the “GuarantorCompany”) and The Bank of New York Mellon Trust Company, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ______][and the Board Resolution adopted ______] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ $______ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 1 contract

Samples: Applied Materials Inc /De

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Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ or. Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. [Insert Name of Owner] By: Name: Title: Name Title Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: STERIS plc 70 Sir Xxxx X. Xxxxxxxxx Xxxxxxxx’x Quay Dublin 2 Ireland X00 X000 [Trustee] [Address of TrusteeAddress] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among STERIS plc, among Thermo Xxxxxx Scientific (Finance I) B.V., a private an Irish public limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company the guarantors party thereto (the “GuarantorGuarantors) ), and , a a, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ]] [and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 1 contract

Samples: STERIS LTD

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: [CHECK ONE] ¨ 144A Global Security or ¨ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific NetApp, Inc. 000 Xxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 U.S. Bank National Association Corporate Trust Services 000 Xxxx Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxxxxx XX 00000 Attention: Xxxx X. Xxxxxxxxx [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo Xxxxxx Scientific (Finance I) B.V.between NetApp, a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo Xxxxxx Scientific Inc., a Delaware company (the “GuarantorCompany”) and , a U.S. Bank National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:

Appears in 1 contract

Samples: Indenture (NetApp, Inc.)

Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the: the [CHECK ONE] ¨ 144A Global Security or ¨ Security, Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Thermo Xxxxxx Scientific Inc. 000 Xxxxx Xxxxxx XxxxxxxGUARANTEE For value received, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxx [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies undersigned (including any successor Person under the Indenture) has, jointly and Gentlemenseverally, Reference is hereby made unconditionally guaranteed, to the Indenture, extent set forth in the Indenture and subject to the provisions in the Indenture dated as of December 1, 2004, as such Indenture may be supplemented or amended (the “Indenture”) by and among Thermo Xxxxxx Scientific (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands Xxxxx-Xxxxxxxx Glass Container Inc. (the “Company”), Thermo Xxxxxx Scientific Inc.the Guarantors listed on the signature pages thereto, a Delaware company (the “Guarantor”) and , a Law Debenture Trust Company of New York, as trustee Trustee (the “Trustee”), Deutsche Bank Trust Company Americas, as Registrar and Dollar Notes Paying Agent, and Deutsche Bank AG, acting through its London Branch, as Euro Notes Paying Agent, (a) the due and punctual payment of the Principal of and interest and Additional Interest on the [Dollar] [Euro] Notes (as supplemented defined in the Indenture), whether at Stated Maturity, by that certain supplemental indenture dated as acceleration, redemption or otherwise, the due and punctual payment of ][interest on overdue Principal and, to the extent permitted by law, interest, and the Board Resolution adopted due and punctual performance of all other obligations of the Company to the Holders or the Trustee or any Agent all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any [Dollar] (together[Euro] 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 undersigned to the Holders of such [Dollar] [Euro] Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee. The terms of the Indenture”), including, without limitation, Article 10 of the Indenture, are incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings given assigned to them in the Indenture unless otherwise indicated. [Name of Guarantor] By: Name: Title: XXXXXXX X-0 [FORM OF NOTE] [Insert the Global Security Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] XXXXX-XXXXXXXX GLASS CONTAINER INC. In connection with our proposed purchase 6¾% SENIOR NOTES DUE 2014 [Number: CUSIP No. $ ] [Number: Common Code No. ___________ € ] XXXXX-XXXXXXXX GLASS CONTAINER INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to [Cede & Co., as nominee of $ aggregate principal amount of: (a) a beneficial interest in a Global SecurityThe Depository Trust Company] [BT Globenet Nominees Limited, as nominee of Deutsche Bank AG, acting through its London Branch, as Common Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking S.A.], or (b) a Definitive Securityregistered assigns, we confirm that:the principal sum of on December 1, 2014. Interest Payment Dates: June 1 and December 1, commencing June 1, 2005. Record Dates: May 15 and November 15. Additional provisions of this Note are set forth below following the signatures of the authorized officers of the Company.

Appears in 1 contract

Samples: Indenture (Owens Illinois Group Inc)

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