Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: ¨ a Book-Entry Interest held through Euroclear/Clearstream Account No. , in the: (i) ¨ 144A Global Note (ISIN ), or (ii) ¨ Regulation S Global Note (ISIN ), or
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following: ¨ a Book-Entry Interest held through DTC/Euroclear/Clearstream Account No. , in the:
(i) ¨ 144A Global Note (ISIN ), or
(ii) ¨ Regulation S Global Note (ISIN ), or
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following: ¨ a :
(a) Book-Entry Interest held through DTC/Euroclear/Clearstream Account No. , in the:
(i) ¨ 144A Global Note (ISIN ), or
(ii) ¨ Regulation S Global Note (ISIN ), or
(b) ¨ a 144A Definitive Registered Note; or
(c) ¨ a Regulation S Definitive Registered Note.
2. After the Transfer the Transferee will hold:
(a) ¨ a Book-Entry Interest through DTC/Euroclear/Clearstream Account No. in the:
(i) ¨ 144A Global Note (ISIN ), or
(ii) ¨ Regulation S Global Note (ISIN ), or
(b) ¨ a 144A Definitive Registered Note; or
(c) ¨ a Regulation S Definitive Registered Note, in accordance with the terms of the Indenture. Virgin Media Secured Finance PLC Media House Xxxxxxx Xxxx Business Park Xxxxxxx Xxx, Xxxx Xxxxxxxxx, XX 00 0XX Xxxxxx Xxxxxxx The Bank of New York Mellon, London Branch Merck House Seldown Xxxxx Xxxxxx XX00 0XX Xxxxxx Xxxxxxx Email: xxxxxxx0@xxxxxxxxx.xxx Facsimile +00 (0)00 0000 0000 Attention: Corporate Trust Administration Re: [5.250% Senior Secured Notes due 2026] / [4.875% Senior Secured Notes due 2027] Reference is hereby made to the Indenture, dated as of March 30, 2015 (the “Indenture”), among, Virgin Media Secured Finance PLC, as issuer, and The Bank of New York Mellon, London Branch, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of [$] / [£] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
(a) Check if Exchange is Book-Entry Interest in a Global Note to Definitive Registered Note. In connection with the Exchange of the Owner’s Book-Entry Interest in the Global Note for a Definitive Registered Note with an equal principal amount, the Owner hereby certifies that the Definitive Registered Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Definitive Registered Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Registered Note and in the Indenture and the U.S. Securities Act.
(b) Check if Exchange is from Definitive Registered Note to Book-Entry Interest in a Global Note. In connection with the Exchange of the Owner’s Definitive Registered Note for a Book-Entry Interest in the [CHECK ONE], ¨ 144A Global Note ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the Book-Entry Interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the U.S. Securities Act, an in compliance with any applicable securities laws of any applicable jurisdiction. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Book-Entry Interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Global Note and in the Indenture and the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. By: Name: Title: Dated:
1. The Owner owns and proposes to exchange the following:
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 Regulation S under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion expiration of the Restricted Period, the Transfer transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser)Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest beneficial interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend transfer printed on the Regulation S Global Note and/or the Regulation S Definitive Registered Note (as applicable) and in the Indenture and the U.S. Securities Actany applicable securities laws of any jurisdiction. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered herebyTrustee. [Insert Name of Transferor] By: Name: Title: Dated:
1. : The Transferor owns and proposes to transfer the following: ¨ a Book-Entry Interest held through Euroclear/Euroclear Account No. or Clearstream Banking Account No. , in the:
(i) : ¨ Rule 144A Global Note (ISIN ISIN/COMMON CODE ), or
(ii) ; or ¨ Regulation S Global Note (ISIN ISIN/COMMON CODE ); or ¨ a Rule 144A Definitive Registered Note; or ¨ a Regulation S Definitive Registered Note. After the Transfer the Transferee will hold: ¨ a Book-Entry Interest through Euroclear Account No. or Clearstream Banking Account No. in the: ¨ Rule 144A Global Note (ISIN/COMMON CODE ); or ¨ Regulation S Global Note (ISIN/COMMON CODE ); or ¨ a Rule 144A Definitive Registered Note; or ¨ a Regulation S Definitive Registered Note. SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of , among [GUARANTOR] (the “New Guarantor”), ora subsidiary of THE GOODYEAR TIRE & RUBBER COMPANY (or its successor), an Ohio corporation (the “Company”), the Company, GOODYEAR DUNLOP TIRES EUROPE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), and DEUTSCHE TRUSTEE COMPANY LIMITED, as trustee under the indenture referred to below (the “Trustee”).
Appears in 1 contract
Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Book‑Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. [Insert Name of Transferor] By: Name: Title: Dated:
: _______________________ 1. The Transferor owns and proposes to transfer the following: ¨ a Book-Entry :
(a) Book‑Entry Interest held through DTC/Euroclear/Clearstream Account No. .__________, in the:
: (i) ¨ 144A Global Note (ISIN _________), or
(ii) ¨ Regulation S Global Note (ISIN ), or
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Check if Transfer is Pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 and Rule 904 Regulation S under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (A) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (ii) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the U.S. Securities Act; (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act; and (iv) if the Transfer is being made prior to the completion expiration of the Restricted Period, the Transfer transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser)Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest beneficial interest or Definitive Registered Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend transfer printed on the Regulation S Global Note and/or the Regulation S Definitive Registered Note (as applicable) and in the Indenture and the U.S. Securities Actany applicable securities laws of any jurisdiction. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee and the Issuer and the Trustee are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered herebyTrustee. [Insert Name of Transferor] By: Name: Title: Dated:
1. : The Transferor owns and proposes to transfer the following: ¨ o a Book-Entry Interest held through Euroclear/Clearstream Euroclear Account No. _______ or Clearstream Banking Account No._____, in the:
(i) ¨ : o Rule 144A Global Note (ISIN ISIN/COMMON CODE _________), or
(ii) ¨ ; or o Regulation S Global Note (ISIN ISIN/COMMON CODE ________); or o a Rule 144A Definitive Registered Note; or oa Regulation S Definitive Registered Note. After the Transfer the Transferee will hold: o a Book-Entry Interest through Euroclear Account No. _________ or Clearstream Banking Account No. ______ in the: o Rule 144A Global Note (ISIN/COMMON CODE _________); or o Regulation S Global Note (ISIN/COMMON CODE ________); or o a Rule 144A Definitive Registered Note; or oa Regulation S Definitive Registered Note. SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of , among [GUARANTOR] (the “New Guarantor”), ora subsidiary of THE GOODYEAR TIRE & RUBBER COMPANY (or its successor), an Ohio corporation (the “Company”), GOODYEAR DUNLOP TIRES EUROPE B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”) and DEUTSCHE TRUSTEE COMPANY LIMITED, as trustee under the indenture referred to below (the “Trustee”).
Appears in 1 contract
