¨ 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 [CHECK (i), (ii) OR (iii)]: (i) ☐ 144A Global Note (CUSIP [●]), (ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or (iii) ☐ 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 of Regulation S 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]_________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]_________); or
(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
(iiiii) ☐ Regulation S Permanent Global Note (CUSIP [●]_________); , or
Appears in 2 contracts
Samples: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
(b) a Restricted Definitive Note.
Appears in 2 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ ¨ 144A Global Note (CUSIP [●]),, or
(ii) ☐ ¨ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent ¨ 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 the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ ¨ 144A Global Note (CUSIP [●]),, or
(ii) ☐ ¨ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent ¨ 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 Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Transfer Restricted Global Notes or Restricted Definitive Notes Security 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ Rule 144A Global Note Security (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note Security (CUSIP [●]), or
(iiib) ☐ Regulation S Permanent Global Note (CUSIP [●]); ora Restricted Definitive Security
2. After the Transfer the Transferee will hold:
Appears in 2 contracts
Samples: Indenture (Century Communities, Inc.), Indenture (Century Communities, 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]); or
(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) ☐ Regulation S Permanent Unrestricted Global Note (CUSIP [●]); or
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]_________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]_________), or
(iiib) ☐ 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 Permanent Global Note (CUSIP [●]_________); , or
Appears in 2 contracts
Samples: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership 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 of Regulation S 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]); or
(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
(iiiii) ☐ Regulation S Permanent Global Note (CUSIP [●]); , or
Appears in 1 contract
Samples: Indenture (Vistra 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 Certificated 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 Certificated 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●CUSIP: ]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●CUSIP: ]), or
(iiib) ☐ a Restricted Certificated Note.
2. After the Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Note ([CUSIP: ]), or
(ii) ☐ Regulation S Permanent Global Note (CUSIP [●CUSIP: ])or
(iii) ☐ Unrestricted Global Note ([ ] [ ]); or
Appears in 1 contract
Samples: Indenture (Delphi Technologies PLC)
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iiib) ☐ 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 Permanent Global Note (CUSIP [●]); , or
Appears in 1 contract
¨ 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 144A Global Notes or Restricted 144A 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 [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●]CUSIP___________),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), ; or
(iiib) ☐ Regulation S Permanent Global Note a 144A Definitive Note.
2. After the Transfer the Transferee will hold: [CHECK ONE]
(CUSIP [●]); ora) ☐ a beneficial interest in the:
Appears in 1 contract
Samples: Indenture (Azure Power Global 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 the [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●•]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent Global Note (CUSIP [●•]); or
(b) ☐ 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A 000X Xxxxxx Xxxx (XXXXX 00000X XX0), xx
(xx) ☐ Regulation S Global Note (CUSIP [●]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]U30236 AB6), or
(iii) ☐ Regulation S Permanent 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
(b) ☐ a Restricted Definitive Note.
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A 000X Xxxxxx Xxxx (XXXXX 00000X XX0), xx
(xx) ☐ Regulation S Global Note (CUSIP [●]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]U85254 AF4), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
Appears in 1 contract
Samples: Indenture (W&t Offshore 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]_________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]_________), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]_________); or
Appears in 1 contract
Samples: Indenture (Hc2 Holdings, 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 beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]__________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]__________), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]__________); or
(b) ☐ a Restricted Definitive Note.
Appears in 1 contract
Samples: Indenture (Range Resources 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] 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 ¨ (b) a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),; or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), ; or
(iii) ☐ Regulation S Permanent 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]_________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]_________); or
(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) ☐ Regulation S Permanent Unrestricted Global Note (CUSIP [●]_________); or
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ ¨ 144A Global Note (CUSIP [●]),, or
(ii) ☐ ¨ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent ¨ IAI Global Note (CUSIP [●]); or
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iiib) ☐ 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 Permanent Global Note (CUSIP [●]); , or
Appears in 1 contract
Samples: Indenture (MGM Growth Properties Operating Partnership 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) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●•]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●•]), or
(iii) ☐ Regulation S Permanent Global Note (CUSIP [●•]); or
(b) ☐ a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [•]), or
(ii) ☐ Regulation S 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 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 [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ 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 Issuer. [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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent AI Global Note (CUSIP [●]); or
Appears in 1 contract
Samples: Indenture (Stonemor 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 benefitbenefit1. [Insert Name of Transferor] By: Name: Title: Dated:: _______________________
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]00000XXX0),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]X00000XX0), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
Appears in 1 contract
¨ 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 Restricted Security 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 Security 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 benefitthe benefit of the Company, the Trustee and the Guarantors. [Insert Name of Transferor] By: Name: Title: Dated:
: _________________ 1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●[ ]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●[ ]), or
(iiib) ☐ Regulation S Permanent Global Note (CUSIP [●]); ora Restricted Definitive Note.
Appears in 1 contract
Samples: Indenture (Everi Holdings 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) ☐ i. o a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ o 144A Global Note (CUSIP [●]00000XXX0),, or
(ii) ☐ o Regulation S Temporary Global Note (CUSIP [●]X0000XXX0), or
(iii) ☐ Regulation S Permanent 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 benefitbenefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
: _________________ AMERICAS 110782874 B-4 1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]_________),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]_________), or
(iii) ☐ Regulation S Permanent AI Global Note (CUSIP [●]_________); or
(b) ☐ a Restricted Definitive Note.
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iiiii)]:
(i) ☐ 144A Global Note (CUSIP [●]82983M AB6),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent 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 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●CUSIP: ]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●CUSIP: ]), or
(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) ☐ Regulation S Permanent Unrestricted Global Note (CUSIP [●]( ☐ ☐); , or
Appears in 1 contract
Samples: Indenture (PQ Group Holdings 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent 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 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 [CHECK Transfer the Transferee shall hold:
(i), (iiA) OR (iii)]¨ a beneficial interest in the:
(i) ☐ 144A ¨ Restricted Global Note (CUSIP [●]),Note; or
(ii) ☐ Regulation S Temporary ¨ Unrestricted Global Note (CUSIP [●]), Note; or
(iiiB) ☐ Regulation S Permanent 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 144A Global Notes or Restricted 144A 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 [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●]_________ ),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), ; or
(iiib) ☐ Regulation S Permanent Global Note a 144A Definitive Note.
2. After the Transfer the Transferee will hold: [CHECK ONE]
(CUSIP [●]); ora) ☐ a beneficial interest in the:
Appears in 1 contract
Samples: Indenture (Azure Power Global 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] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A Global Note (CUSIP [●]00000XXX0),, or
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]X0000XXX0), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]); or
Appears in 1 contract
¨ 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 [CHECK (i), (ii) OR (iii)]the:
(i) ☐ 144A 000X Xxxxxx Xxxx (XXXXX 00000X XX0), xx
(xx) ☐ Regulation S Global Note (CUSIP [●]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]U1749M AA0), or
(iii) ☐ Regulation S Permanent IAI Global Note (CUSIP [●]12654A AB7); or
Appears in 1 contract
Samples: Indenture (CNX Resources Corp)