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. Dated: [Insert Name of Owner] By: Name: Title: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Clara, California 95052 Attention: Xxx Xxxxxxx and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of June 8, 2011, between Applied Materials, Inc., a Delaware company (the “Company”) and 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 (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: 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. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied MaterialsGUARANTEE For value received, the undersigned (including any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the 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 Xxxxx-Xxxxxxxx Glass Container Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Clara(the “Company”), California 95052 Attention: Xxx Xxxxxxx the Guarantors listed on the signature pages thereto, Law Debenture Trust Company of New York, as Trustee (“Trustee”), Deutsche Bank Trust Company Americas, as Registrar and Xxxxxx Xxxxxx U.S. Dollar Notes Paying Agent, and Deutsche Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxAG, Xxxxx 0000 Xxx Xxxxxxxxxacting through its London Branch, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description as Euro Notes Paying Agent, (a) the due and punctual payment of the SecuritiesPrincipal of and interest and Additional Interest on the [Dollar] Ladies [Euro] Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption or otherwise, the due and Gentlemenpunctual payment of interest on overdue Principal and, Reference 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 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] [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, dated as including, without limitation, Article 10 of June 8the Indenture, 2011are incorporated herein by reference. Capitalized terms used herein shall have the meanings 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, between Applied Materialsif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, Inc.if applicable pursuant to the provisions of the Indenture] XXXXX-XXXXXXXX GLASS CONTAINER INC. 63/4% SENIOR NOTES DUE 2014 [Number: CUSIP No. $ ] [Number: Common Code No. € ] XXXXX-XXXXXXXX GLASS CONTAINER INC., a Delaware company corporation (the “Company”) and U.S. Bank National Association), for value received, hereby promises to pay to [Cede & Co., as trustee (the “Trustee”) nominee of The Depository Trust Company] [BT Globenet Nominees Limited, as supplemented by that certain supplemental indenture dated nominee of Deutsche Bank AG, acting through its London Branch, as of Common Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking S.A.][and the Board Resolution adopted ] (together, or registered assigns, the “Indenture”)principal sum of on December 1, 2014. Capitalized terms used but not defined herein shall have 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 meanings given to them in signatures of the Indenture. In connection with our proposed purchase authorized officers of $ aggregate principal amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive Security, we confirm that:the Company.

Appears in 1 contract

Samples: Indenture (Owens-Illinois Healthcare Packaging 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 CompanyIssuers. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials5.750% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2026 [Insert the Private Placement Legend and/or the Global Security legend, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Claraas applicable] 5.750% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2026 No. [ ] $[ ] CUSIP No. [ ] PRIME SECURITY SERVICES BORROWER, California 95052 AttentionLLC and PRIME FINANCE INC. promise to pay to [ ] or registered assigns, the principal sum of [ ] Dollars on April 15, 2026. Interest Payment Dates: Xxx Xxxxxxx March 15 and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxSeptember 15 Record Dates: March 1 and September 1 Each holder of this Security (as defined below), Xxxxx 0000 Xxx Xxxxxxxxxby accepting the same, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description agrees to and shall be bound by the provisions hereof and of the Securities] Ladies Indenture described herein, and Gentlemen, Reference is authorizes and directs the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Security hereby made waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture, dated as or be valid or become obligatory for any purpose, until the Certificate of June 8, 2011, between Applied Materials, Inc., a Delaware company (the “Company”) and 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 Authentication hereon shall have been signed by or on behalf of the meanings given to them in Trustee. The provisions of this Security are continued on the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Securityreverse side hereof, or (b) a Definitive Security, we confirm that:and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Prime Security Services (ADT 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] ¨ o 144A Global Security or ¨ Security, o Regulation S Global Security, o IAI 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. Dated: This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of OwnerTransferor] By: Name: Title: Dated: Exh-C-3 EXHIBIT C D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied MaterialsHerc Holdings Inc. Attention: Xxxxxxx Xxxxxxx, Inc. 0000 Senior Vice President and Chief Legal Officer 00000 Xxxxxxxxx Xxxxxx Xxxx., Xxx. 000 Xxxxxx Xxxxxxx, XX 00000 Xxxxx Fargo Bank, National Association – DAPS Reorg MAC N9300-070 000 Xxxxxx Xxxxxx P.O. Box 58039 Santa ClaraXxxxx – 0xx Xxxxx Xxxxxxxxxxx, California 95052 AttentionXX 00000 Phone: Xxx Xxxxxxx and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 000-000-0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 AttentionFax: Xxxxxx Xxxx 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Re: [insert description of 5.50% Senior Notes due 2027 (the Securities] Ladies and Gentlemen, “Notes”) Reference is hereby made to the Indenture, dated as of June 8July 9, 20112019 (the “Indenture”), between Applied Materials, among Herc Holdings Inc., a Delaware company corporation (the “Company”) ), the guarantors party thereto and U.S. Bank Xxxxx Fargo 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: Herc Holdings 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. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials4.875% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2032 [Insert the Private Placement Legend and/or the Global Security legend, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Claraas applicable] 4.875% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2032 No. [ ] $[ ] CUSIP No. [ ] PRIME SECURITY ONE MS, California 95052 AttentionINC. promises to pay to [ ] or registered assigns, the principal sum of [ ] Dollars on July 15, 2032. Interest Payment Dates: Xxx Xxxxxxx January 15 and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxJuly 15 Record Dates: January 1 and July 1 Each holder of this Security (as defined below), Xxxxx 0000 Xxx Xxxxxxxxxby accepting the same, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description agrees to and shall be bound by the provisions hereof and of the Securities] Ladies Indenture described herein, and Gentlemen, Reference is authorizes and directs the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Security hereby made waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture, dated as or be valid or become obligatory for any purpose, until the Certificate of June 8, 2011, between Applied Materials, Inc., a Delaware company (the “Company”) and 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 Authentication hereon shall have been signed by or on behalf of the meanings given to them in Trustee. The provisions of this Security are continued on the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Securityreverse side hereof, or (b) a Definitive Security, we confirm that:and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Indenture (ADT, 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 CompanyIssuer. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials4.125% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2029 [Insert the Private Placement Legend and/or the Global Security legend, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Claraas applicable] 4.125% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2029 No. [ ] $[ ] CUSIP No. [ ] THE ADT SECURITY CORPORATION promises to pay to [ ] or registered assigns, California 95052 Attentionthe principal sum of [ ] Dollars on August 1, 2029. Interest Payment Dates: Xxx Xxxxxxx February 1 and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxAugust 1 Record Dates: January 15 and July 15 Each holder of this Security (as defined below), Xxxxx 0000 Xxx Xxxxxxxxxby accepting the same, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description agrees to and shall be bound by the provisions hereof and of the Securities] Ladies Indenture described herein, and Gentlemen, Reference is authorizes and directs the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Security hereby made waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture, dated as or be valid or become obligatory for any purpose, until the Certificate of June 8, 2011, between Applied Materials, Inc., a Delaware company (the “Company”) and 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 Authentication hereon shall have been signed by or on behalf of the meanings given to them in Trustee. The provisions of this Security are continued on the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Securityreverse side hereof, or (b) a Definitive Security, we confirm that:and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Intercreditor Agreement (ADT 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, IAI 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. Dated: This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of OwnerTransferor] By: Name: Title: Dated: Exh-C-3 EXHIBIT C D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied MaterialsHerc Holdings Inc. Attention: Xxxx Xxxxx, Inc. Senior Vice President, Chief Legal Officer and Secretary 00000 Xxxxxxxxx Xxxxxx Xxxx., Xxx. 000 Bonita Springs, FL 34134 Truist Bank Corporate Trust & Escrow Services 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Clara, California 95052 AttentionXxxxx Xxxx 0xx XX XXXX 0 ATTN: Xxx Xxxxxxx and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx HERC HOLDINGS INC. – Relationship Manager WILSON NC 27893 Re: [insert description of 6.625% Senior Notes due 2029 (the Securities] Ladies and Gentlemen, “Notes”) Reference is hereby made to the Indenture, dated as of June 87, 20112024 (the “Indenture”), between Applied Materials, among Herc Holdings Inc., a Delaware company corporation (the “Company”) ), the guarantors party thereto and U.S. Bank National AssociationTruist Bank, 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: 2016 Credit Agreement (Herc Holdings Inc)

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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] ¨ o 144A Global Security or ¨ o 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. Dated: _________________________________ [Insert Name of Owner] By: Name: Title: Dated: ____________________________ EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied MaterialsThermo Xxxxxx Scientific Inc. 81 Xxxxx Xxxxxx Waltham, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Clara, California 95052 Massachusetts 02454 Attention: Xxx Xxxxxxx and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx 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 June 8______, 2011______, between Applied Materials, Thermo Xxxxxx Scientific Inc., a Delaware company (the “Company”) and U.S. Bank National Association______, 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: Thermo Fisher Scientific 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 CompanyIssuers. Dated: [Insert Name of Owner] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials5.250% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2024 [Insert the Private Placement Legend and/or the Global Security legend, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Claraas applicable] 5.250% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2024 No. [ ] $[ ] CUSIP No. [ ] PRIME SECURITY SERVICES BORROWER, California 95052 AttentionLLC and PRIME FINANCE INC. promise to pay to [ ] or registered assigns, the principal sum of [ ] Dollars on April 15, 2024. Interest Payment Dates: Xxx Xxxxxxx February 15 and Xxxxxx Xxxxxx U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxAugust 15 Record Dates: February 1 and August 1 Each holder of this Security (as defined below), Xxxxx 0000 Xxx Xxxxxxxxxby accepting the same, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description agrees to and shall be bound by the provisions hereof and of the Securities] Ladies Indenture described herein, and Gentlemen, Reference is authorizes and directs the Trustee described herein on such holder’s behalf to be bound by such provisions. Each holder of this Security hereby made waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture, dated as or be valid or become obligatory for any purpose, until the Certificate of June 8, 2011, between Applied Materials, Inc., a Delaware company (the “Company”) and 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 Authentication hereon shall have been signed by or on behalf of the meanings given to them in Trustee. The provisions of this Security are continued on the Indenture. In connection with our proposed purchase of $ aggregate principal amount of: (a) a beneficial interest in a Global Securityreverse side hereof, or (b) a Definitive Security, we confirm that:and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

Appears in 1 contract

Samples: Indenture (ADT 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. Dated: [Insert Name of Owner] By: Name: Title: EXHIBIT C FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Applied Materials, Inc. 0000 Xxxxxx Xxxxxx P.O. Box 58039 Santa Clara, California 95052 Attention: Xxx Xxxxxxx and Treasurer The Bank of New York Mellon Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx U.S. Bank National Association Xxxxx Suite 6200B, Floor 62, Mailbox #44 Chicago, Illinois 60606 Attention: Corporate Trust Services Xxx Xxxxxxxxxx XxxxxxAdministration – Xxxx Xxxxx, Xxxxx Xx. Email: xxxx.xxxxxxx@xxxxxxxxx.xxx Telephone: 000-000-0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of June 8, 2011[•], between Applied Materials, Inc., a Delaware company (the “Company”) and U.S. The Bank National Associationof New York Mellon, 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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