Common use of Check if Transfer is pursuant to Rule 144 Clause in Contracts

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; (iii) at least two years have elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any Guarantor) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor or an Affiliate of the Issuer or any Guarantor, and (iv) the restrictions on transfer contained in the Indenture and the 144A Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Legend printed on the 144A Global Notes and/or the 144A Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee. By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking Account No. , in the: (i) o 144A Global Note (ISIN ), or (ii) o Regulation S Global Note (ISIN ), or

Appears in 1 contract

Samples: Senior Indenture (Iron Mountain Inc)

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Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Indenture dated September 24, 2013 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [—], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Secured Indenture dated November 10, 2011 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Xxxxxx Xxxxxxx Senior Funding, Inc., as Global Collateral Agent, and Mizuho Corporate Bank, Ltd., as Taiwan Collateral Agent, the undersigned, [—], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture and the Security Documents (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Secured Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of any of the Issuer or any Guarantor; Issuers, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of any of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of any of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated:: _________________________ 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o a Book-Entry Interest held through Euroclear DTC Account No. or Clearstream Banking Account No. _____, in the: (i) o ☐ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] __________), ; or (ii) o Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ☐ a Rule 144A Definitive Note; or (c) ☐ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ☐ a Book-Entry Interest through DTC Account No. _____ in the: (i) ☐ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] _________); or (ii) ☐ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] ________ or (b) ☐ a Rule 144A Definitive Note; or (c) ☐ a Regulation S Definitive Note. Pursuant to Section 4.09 of the Senior Indenture dated November 30, 2021 (the “Indenture”) among NXP B.V. (the “Company”), NXP Funding LLC and NXP USA, Inc., the guarantor party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [•], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; and 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto].

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Indenture dated February 14, 2013 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [•], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer; (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuer) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor or an Affiliate of the Issuer or any Guarantor, Issuer; and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or the Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated:: | 1. The Transferor owns and proposes to transfer the following: CHECK ONE: (a) o a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o 144A Global Note (ISIN ), or (ii) o Regulation S Global Note (ISIN ), or

Appears in 1 contract

Samples: Indenture (Insight Enterprises Inc)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any GuarantorIssuer; (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuer) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor or an Affiliate of the Issuer or any Guarantor, Issuer; and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or the Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: CHECK ONE: (a) o a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o 144A Global Note (ISIN ), or (ii) o Regulation S Global Note (ISIN ), or

Appears in 1 contract

Samples: Indenture (RingCentral, Inc.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; (iii) at least two years have elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any Guarantor) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor or an Affiliate of the Issuer or any Guarantor, and (iv) the restrictions on transfer contained in the Indenture and the 144A Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Legend printed on the 144A Global Notes and/or the 144A Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee. By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking Account No. , in the: (i) o 144A Global Note (ISIN ), or (ii) o Regulation S Global Note (ISIN ); or (b) o a 144A Definitive Registered Note; or (c) o a Regulation S Definitive Registered Note. 2. After the Transfer the Transferee will hold: (a) o a Book-Entry Interest through Euroclear Account No. or Clearstream Banking Account No. , in the: (i) o 144A Global Note (ISIN ), or (ii) o Regulation S Global Note (ISIN ), or (b) o a 144A Definitive Registered Note; or (c) o a Regulation S Definitive Registered Note; or (d) o an Unrestricted Definitive Registered Note. Xxxxx Fargo Bank, National Association, as Trustee – DAPS Reorg MAC N9300 – 070 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Société Générale Bank & Trust 00 xxxxxx Xxxxx Xxxxxx L-2420 Luxembourg Office: +000 00 00 00 00 00 Fax: +000 00 00 00 Attention: SGSS/SBO/CIS/ISS – Issuer Services – Attention of Xxxxxxxx Xxxxxxxx Iron Mountain (UK) PLC c/o Iron Mountain Incorporated Xxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Chief Financial Officer Telecopier No.: (000) 000-0000 Re: 3.875% GBP Senior Notes due 2025 of Iron Mountain (UK) PLC Reference is hereby made to the Senior Indenture, dated as of November 13, 2017 (the “Indenture”), among Iron Mountain (UK) PLC, as issuer (the “Issuer”), the Guarantors named therein, Xxxxx Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, registrar and transfer agent. 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: 1. Exchange of Book-Entry Interests in Global Notes to Unrestricted Definitive Notes or 144A Definitive Notes to Book-

Appears in 1 contract

Samples: Senior Indenture (Iron Mountain Inc)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of any of the Issuer or any Guarantor; Issuers, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of any of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of any of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.08 of the Senior Indenture dated May 23, 2016 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [•], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; and 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto].

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

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Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Indenture dated May 20, 2013 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [—], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.08 of the Senior Indenture dated June 9, 2015 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [●], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; and 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto].

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuer) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor or an Affiliate of the Issuer or any GuarantorIssuer, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear DTC Account No. or Clearstream Banking Account No. _____, in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE]_________), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE]; or (b) o a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. _____ in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.06 of the Indenture, dated as of September 10, 2024 (the “Indenture”), among Jxxxx Xxxxxxxxx US (Holdings) Inc. (the “Issuer”), the guarantor party thereto (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee, the undersigned, [●], [officer], of the Issuer, does hereby certify on behalf of the Issuer that: 1. a review of the activities of the Issuer and the Guarantor during the preceding fiscal year has been made under my supervision with a view to determining whether the Issuer and the Guarantor have kept, observed, performed and fulfilled their obligations under the Indenture; and 2. as to the best of my knowledge, each of the Issuer and the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Issuer or the Guarantor is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Issuer or the Guarantor is taking or proposes to take with respect thereto].

Appears in 1 contract

Samples: Senior Indenture (Janus Henderson Group PLC)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Indenture dated March 12, 2013 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the undersigned, [—], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Indenture (NXP Semiconductors N.V.)

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the U.S. Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable securities laws of any state of the United States or any other jurisdiction; (ii) the Transferor is not (and during the three months preceding the Transfer was not) an Affiliate of the Issuer or any Guarantor; Issuer, (iii) at least two years have one year has elapsed since such Transferor (or any previous transferor of such Book-Entry Interest or Definitive Note that was not an Affiliate of the Issuer or any GuarantorIssuers) acquired such Book-Entry Interest or Definitive Note from the Issuer or any Guarantor Issuers or an Affiliate of the Issuer or any GuarantorIssuers, and (iv) the restrictions on transfer contained in the Indenture and the 144A Restricted Notes Legend are not required in order to maintain compliance with the U.S. Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Rule 144A Definitive Note will no longer be subject to the restrictions on transfer enumerated in the 144A Restricted Notes Legend printed on the Rule 144A Global Notes Note and/or the Rule 144A Definitive Notes Note and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Issuers and the Trustee. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following:: CHECK ONE] (a) o ¨ a Book-Entry Interest held through Euroclear Account No. or Clearstream Banking DTC Account No. , in the: (i) o ¨ Rule 144A Global Note (ISIN [CUSIP/ISIN/COMMON CODE] ), ; or (ii) o ¨ Regulation S Global Note (ISIN [CUSIP/ISIN/COMMON CODE];. or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. 2. After the Transfer the Transferee will hold: (a) ¨ a Book-Entry Interest through DTC Account No. in the: (i) ¨ Rule 144A Global Note ([CUSIP/ISIN/COMMON CODE] ); or (ii) ¨ Regulation S Global Note ([CUSIP/ISIN/COMMON CODE] or (b) ¨ a Rule 144A Definitive Note; or (c) ¨ a Regulation S Definitive Note. Pursuant to Section 4.16 of the Senior Secured Indenture dated July 20, 2010 (the “Indenture”) among NXP B.V. (the “Company”) and NXP Funding LLC, as Issuers, the guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Xxxxxx Xxxxxxx Senior Funding, Inc., as Global Collateral Agent, and Mizuho Corporate Bank, Ltd., as Taiwan Collateral Agent, the undersigned, [•], [officer], of the Company, do hereby certify on behalf of the Company that: 1. a review of the activities of the Company during the preceding fiscal year has been made under my supervision with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture; 2. as to the best of my knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture [or, if a Default or Event of Default shall have occurred, describe all such Defaults or Events of Default of which you have knowledge and what action the Company is taking or proposes to take with respect thereto] and to the best of my knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Additional Amounts, if any, on the Notes is prohibited [or if such event has occurred, give a description of the event and what action the Company is taking or proposes to take with respect thereto]; (i) such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture and the Security Documents (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Holders, and reciting the details of such action, or (ii) no such action is necessary to maintain such Lien.

Appears in 1 contract

Samples: Senior Secured Indenture (NXP Semiconductors N.V.)

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