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 and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Intercreditor Agreement (Option Care Health, Inc.)

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¨ 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 and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------- [Insert Name of Transferor] By: ----------------------------- Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER:

Appears in 1 contract

Samples: Indenture (Ceridian 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 and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Indenture (Hill-Rom 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 Dollar Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Dollar Restricted Global Notes or Dollar Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: Dated: :__________________________ Signature Guarantee: (Signature must be guaranteed) ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Indenture (Avantor, 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 of America 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 and the benefit of the IssuersIssuer. [Insert Name of TransferorINSERT NAME OF TRANSFEROR] By: By Name: Title: Dated: _____________________________ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Supplemental Indenture (FTAI Aviation 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 Securities or Restricted Definitive Notes Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: Dated: ______________ --------------------------------- ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Supplemental Indenture (Majestic Star Casino 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 Restricted Securities 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 definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Securities Legend printed on the Restricted Global Notes Note or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: [●] Name: :[●] Title: :[●] Dated: ______________ [●] ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: First Supplemental Indenture (Trinity Capital 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 Stale 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 and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: ___________, ___ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Indenture (Mobile Storage Group Inc)

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¨ 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 and the benefit of the IssuersCompany. Dated: , 20 ------------------- -- -------------------------------- [Insert Name of Transferor] By: ------------------------------ Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Indenture (Advance Paradigm 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 and the benefit of the IssuersCompany. Dated: ------------------------------- ------------------------------ [Insert Name of Transferor] By: ---------------------------- Name: Title: Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER:

Appears in 1 contract

Samples: CSK Auto 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 Regulation S Global Notes or Notes, the Rule 144A Global Notes, the Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. ------------------------------------ [Insert Name of Transferor] By: --------------------------------- ------------------------------------ Name: Title: Dated: _____________ __ _, ____. ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Tyco International Group S A

¨ 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 benefit and the benefit of the IssuersIssuer. [Insert Name of Transferor] By: Name: Title: DatedDate: ______________ ANNEX A TO CERTIFICATE OF TRANSFER

Appears in 1 contract

Samples: Indenture (Microsemi Corp)

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