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Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 2 contracts

Samples: Indenture (SunCoke Energy Partners, L.P.), Indenture (SunCoke Energy Partners, L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note.

Appears in 2 contracts

Samples: Indenture (Xenia Hotels & Resorts, Inc.), Indenture (Venture Global, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iiib) ¨ IAI a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ); , or (ii) ¨ Regulation S Global Note (CUSIP ), or

Appears in 2 contracts

Samples: Indenture (CyrusOne Inc.), Indenture (Owens Corning)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) a Restricted Definitive Note.

Appears in 2 contracts

Samples: Indenture (Unisys Corp), Indenture (Unisys Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 2 contracts

Samples: Indenture (Teleflex Inc), Indenture (Energy Partners LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP [●]), or, (ii) ¨ Regulation S Temporary Global Note (CUSIP [●]), or (iii) ¨ IAI ☐ Regulation S Permanent Global Note (CUSIP [●]); or

Appears in 2 contracts

Samples: Indenture (Parsley Energy, Inc.), Indenture (Parsley Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Metropcs Communications Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP ), or, (ii) ¨ Regulation S Temporary Global Note (CUSIP ), or (iii) ¨ IAI ☐ Regulation S Permanent Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Penn Virginia Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (ai) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Clearwire Corp /DE)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 586049 AA6), or (ii) ¨ Regulation S Global Note (CUSIP U5870P AA5), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Memorial Production Partners LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] Dated: By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: : ¨ (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), ; or (ii) ¨ Regulation S Global Note (CUSIP ), or; or ¨ (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (iiia) ¨ IAI a beneficial interest in the: (i) 144A Global Note (CUSIP ); or (ii) Regulation S Global Note (CUSIP ); or (iii) Unrestricted Global Note (CUSIP ); or ¨ (b) a Restricted Definitive Note; or

Appears in 1 contract

Samples: Indenture (Hexacomb CORP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (1) (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Susser Holdings CORP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 74734X AA3), or (ii) ¨ Regulation S Global Note (CUSIP U7471P AA4), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (QR Energy, LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ i. o a beneficial interest in the: (i) ¨ o 144A Global Note (CUSIP 00000XXX0), or (ii) ¨ o Regulation S Global Note (CUSIP X0000XXX0), or (iii) ¨ o IAI Global Note (CUSIP _________); or

Appears in 1 contract

Samples: Indenture (Archrock, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or (b) ☐ a Restricted Definitive Note.

Appears in 1 contract

Samples: Indenture (SunCoke Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: Date: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 00000XXX0), or (ii) ¨ Regulation S Global Note (CUSIP X0000XXX0), or (iii) ¨ IAI Global Note (CUSIP 00000XXX0); or

Appears in 1 contract

Samples: Indenture (Callon Petroleum Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: : _______________________ 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP [•]), or, (ii) ¨ Regulation S Global Note (CUSIP [•]), ; or (iiib) ¨ IAI Global Note (CUSIP ); or☐ a Restricted Definitive Note.

Appears in 1 contract

Samples: Indenture (Oasis Petroleum Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ ; or Regulation S Global Note (CUSIP ), ; or IAI Global Note (CUSIP ); or o (b) a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) a beneficial interest in the: (i) 144A Global Note (CUSIP ); or (ii) (Regulation S Global Note (CUSIP ); or (iii) ¨ Unrestricted Global Note (CUSIP ); or (iv) IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Orbital Atk, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), ; or (ii) ¨ Regulation S Global Note (CUSIP ), ; or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Aircastle LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (ii ) ¨ 144A Global Note (CUSIP ), or (iiii ) ¨ IAI Global Note (CUSIP ), or (iii ) ¨ Regulation S Global Note (CUSIP ), or, (iiiiv ) ¨ IAI Unrestricted Global Note (CUSIP ); , or

Appears in 1 contract

Samples: Indenture (Skyterra Communications Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. 4847-0244-4745.5 [Insert Name name of Transferor] By: Dated: Name: Title: Dated:D-4 4847-0244-4745.5 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iiib) ¨ IAI Global Note (CUSIP ); or a Restricted Definitive Note.

Appears in 1 contract

Samples: Supplemental Indenture (Tegna Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) : ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Wynn Las Vegas LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Vector Group LTD)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] Transferor]By: Name: Title: By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Multiband Field Services Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (SunCoke Energy Partners, L.P.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i) OR (ii)]: (i) ¨ 144A Global Note (CUSIP 82983M AB6), or, (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP U82772 AB7); or

Appears in 1 contract

Samples: Indenture (Sitio Royalties Corp.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ Rule 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iiib) ¨ IAI Global Note (CUSIP ); ora Restricted Definitive Note.

Appears in 1 contract

Samples: Indenture (Gogo Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (aA) ¨ a beneficial interest in a Restricted Global Note. (B) ¨ a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (A) ¨ a beneficial interest in the: (i) ¨ 144A Restricted Global Note (CUSIP ), Note; or (ii) ¨ Regulation S Unrestricted Global Note (CUSIP ), Note; or (iiiB) ¨ IAI Global Note (CUSIP )a Restricted Definitive Note; or

Appears in 1 contract

Samples: Indenture (Landrys Restaurants Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: : 1. The Transferor owns and proposes to transfer the following: (a) : ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (United Maritime Group, LLC)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP [●]), or (ii) ¨ Regulation S Global Note (CUSIP [●]), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (NGL Energy Partners LP)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP [ ]), or (ii) ¨ Regulation S Global Note (CUSIP [ ])), or (iii) ¨ IAI Global Note (CUSIP [ ]); ), or

Appears in 1 contract

Samples: Indenture (Lee Enterprises, Inc)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) : a ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP ), or (ii) ¨ Regulation S Global Note (CUSIP ), or (iii) ¨ IAI Global Note (CUSIP ); or

Appears in 1 contract

Samples: Indenture (Concerto Software (Japan) Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: Date: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note (CUSIP 13123X AR3), or (ii) ¨ Regulation S Global Note (CUSIP U1303X AC0), or (iii) ¨ IAI Global Note (CUSIP [●]); or

Appears in 1 contract

Samples: Indenture (Callon Petroleum Co)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Note ☐ 000X Xxxxxx Xxxx (CUSIP XXXXX 00000X XX0), orxx (iixx) ¨ Regulation S Global Note (CUSIP U30236 AB6), or (iii) ¨ IAI Global Note (CUSIP 30227K AD1); or (b) ☐ a Restricted Definitive Note.

Appears in 1 contract

Samples: Indenture (Exterran Corp)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ a beneficial interest in thethe [CHECK (i), (ii) OR (iii)]: (i) ¨ 144A Global Note (CUSIP [●]), or, (ii) ¨ Regulation S Temporary Global Note (CUSIP [●]), or (iii) ¨ IAI Regulation S Permanent Global Note (CUSIP [●]); or

Appears in 1 contract

Samples: Indenture (Parsley Energy, Inc.)

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 144 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) ¨ o a beneficial interest in the: (i) ¨ o 144A Global Note (CUSIP 00000XXX0), or (ii) ¨ o Regulation S Global Note (CUSIP X0000XXX0), or (iiib) ¨ IAI a Restricted Definitive Note. 2. After the Transfer the Transferee will hold: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP 00000XXX0); , or (ii) o Regulation S Global Note (CUSIP X0000XXX0), or

Appears in 1 contract

Samples: Indenture (Antero Midstream Partners LP)