Common use of CHECKED Clause in Contracts

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount: $ Date: (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Appears in 1 contract

Samples: Indenture (Energizer Holdings, Inc.)

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CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount If you wish to have this Note purchased by the Company pursuant to Section 411 or 415 of the Indenture, check the box: o. If you wish to have a portion of this Global Note is $[ ]purchased by the Company pursuant to Section 411 or 415 of the Indenture, state the amount below: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by 10.75%/11.50% Senior Toggle Notes due 2015 No. $ The ServiceMaster Company, a corporation duly organized and existing under the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) laws of the Indenture, check the box: ☐ If you want to elect to have only part State of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount: $ Date: Delaware (Sign exactly as your name appears on the other side of the Noteand its successors and assigns) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “Company”), promises to pay to ________________________, or registered assigns, the guarantors party hereto principal sum of $________________ ([ ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 301, 312 and 313, as applicable, of the Indenture referred to on the reverse hereof)](9) (the “New GuarantorsPrincipal Amount”) on July 15, 2015. Interest on this Note shall be payable semi-annually in arrears on January 15 and THE BANK OF NEW YORK MELLON TRUST COMPANYJuly 15 of each year, N.A.commencing [January 15, a national banking association2009] (each, as trustee (the an TrusteeInterest Payment Date”).. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the Issue Date.](10) [Interest on this Note will accrue (or will be deemed to have accrued) from the

Appears in 1 contract

Samples: Senior Interim Loan Credit Agreement (Servicemaster Co)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICENotice: To be executed by an executive officer The initial principal Date of Exchange Amount of decrease in Principal amount of this Global Note is $[ ]. The following increases or decreases Amount of increase in Principal amount of this Global Note have been made: Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 (Asset Sale) 1016 or Section 4.12 (Change of Control) 1017 of the Indenture, check the box: ¨ ¨ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 1016 or Section 4.12 1017 of the Indenture, state the amount in principal amount: $ Date: Your Signature: (Sign exactly as your name appears on the other side of the this Note) Signature Guarantee: (Signature Guarantee: Signature must be guaranteed) Signatures must be guaranteed by a participant an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE Security Transfer Agent Medallion Program (this Supplemental IndentureSTAMP”) dated or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of [•1934, as amended. Engility Corporation 3700 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx, 00xx Xxxxx, Mail Stop NYC-1630 New York, NY 10005 Attention: Corporates Team – Engility Corporation Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the [ ], 201[•], among ENERGIZER HOLDINGS, INC.% Senior Notes Due 2024 (the “Notes”) of Engility Corporation, a Delaware Massachusetts corporation (the “CompanyIssuer”). Upon transfer, the guarantors party hereto (Notes would be registered in the “New Guarantors”) name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).warrants to you that:

Appears in 1 contract

Samples: Indenture (Engility Holdings, Inc.)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: Dated:______________________ ______________________________ NOTICE: To be executed by an executive officer The initial principal amount of this Global officer]/14/ _____________________ /14/ Include only for an Initial Note is $[ ]or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: 146 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.07 (Asset Sale) 410 or Section 4.12 (Change of Control) 414 of the Indenture, check the box: [ ]. If you want to elect to have only part of this Note purchased by the Issuer Company pursuant to Section 4.07 410 or Section 4.12 414 of the Indenture, state the amount (in principal amount: ): $ Date: __________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature :_______________________________________ Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by ----- the Note Registrar in addition to, or other signature guarantor acceptable to in substitution for, STAMP, all in accordance with the Trustee DateSecurities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Amount of decreases Amount of Principal amount Signature Exchange in Principal increases in of Signature this Global Note of authorized Amount of this Principal following such officer or Global Note Amount of this decreases or Trustees of Global Note increases Securities Custodian 148 Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee ----------------------------------------------------------------- SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) INDENTURE, dated as of [•], 201[•]_________] (this "Supplemental ------------ Indenture"), among ENERGIZER HOLDINGS[name of [New Note Subsidiary Guarantor[s]1] (the "New --------- -------------------------------- --- Subsidiary Guarantor[s]"), INC.the Company Medical Corporation, a Delaware ----------------------- corporation (together with its successors and assigns, the "Company"), the guarantors party hereto then existing Note Subsidiary Guarantors under the Indenture referred to below (the “New "Existing Subsidiary Guarantors”) "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationState Street Bank and Trust Company, as trustee ------------------------------ Trustee (the "Trustee”).") under the Indenture referred to below. -------

Appears in 1 contract

Samples: Indenture (Avalon Rehabilitation & Healthcare LLC)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]500,000,000. The following increases or decreases in this Global Note have been made: If you want The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2026 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2026 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2026 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have this any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2026 Note purchased by accepting a 2026 Note waives and releases all such liability. This waiver and release are part of the Issuer pursuant consideration for the issuance of the Guarantees. Each Holder of a 2026 Note by accepting a 2026 Note agrees that any Guarantor named below shall have no further liability with respect to Section 4.07 (Asset Sale) or Section 4.12 (Change its Guarantee if such Guarantor otherwise ceases to be liable in respect of Control) its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: ☐ If you want to elect to certificate of authentication on the 2026 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Issuer pursuant to Section 4.07 or Section 4.12 Trustee under the Indenture by the manual signature of the Indenture, state the amount: $ Date: (Sign exactly as your name appears on the other side one of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INCits authorized officers., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Westlake Chemical Corp)

CHECKED. The undersigned represents and warrants that it is purchasing this 2020 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global 2020 Note is $[ ]$ . The following increases or decreases in this Global 2020 Note have been made: If you want to elect to have this 2020 Note purchased by the Issuer Issuers pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2020 Note purchased by the Issuer Issuers pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, state the amount: amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of the this 2020 Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (this Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “CompanyDTC”), the guarantors party hereto NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (the AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE New GuarantorsRESALE RESTRICTION TERMINATION DATE”) and THAT IS, IN THE BANK CASE OF NEW YORK MELLON TRUST COMPANYRULE 144A NOTES, N.A.ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, a national banking associationTHE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), as trustee OR, IN THE CASE OF REGULATION S NOTES, 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (the OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (TrusteeRULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. [ ] 144A CUSIP No. 561233 AC1 Interest Payment Dates: April 15 and October 15, commencing October 15, 2015. Record Dates: April 1 and October 1 Additional provisions of this 2025 Note are set forth on the other side of this 2025 Note.

Appears in 1 contract

Samples: Indenture (Mallinckrodt PLC)

CHECKED. The Holder's signature must be guaranteed by an "eligible guarantor institution" meeting the requirement of the Registrar which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to or in substitution for, STAMP, all in accordance with the Exchange Act. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an ___________________________________________ [Signature of executive officer of purchaser] Name:___________________________________ Title:__________________________________ CONVERSION NOTICE To GenCorp Inc.: The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part undersigned owner of this Note purchased hereby irrevocably exercises the option to convert this Note, or the portion below designated, into Common Stock of GenCorp Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any holder of Notes, upon exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the Issuer pursuant to Section 4.07 or Section 4.12 terms of the Indenture, state Registration Rights Agreement relating to the amount: $ Date: (Sign exactly as your name appears on the other side Common Stock issuable upon conversion of the Note) Signature Guarantee: Signature Guarantee: Signature must Notes. [ ] Convert whole [ ] Convert in part Amount of Note to be guaranteed by a participant in a recognized signature guaranty medallion program converted ($1,000 or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).integral multiples thereof): $------------------------

Appears in 1 contract

Samples: Indenture (Gencorp Inc)

CHECKED. The undersigned represents and warrants that it is purchasing this 2021 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made: If you want The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to elect herein as the “Guarantee”), (i) the due and punctual payment of the principal of and premium, if any, and interest on the 2021 Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the 2021 Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with, and subject to the limitations of, the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, member, manager, partner, employee or incorporator, as such, of any of the Guarantors shall have this any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, member, manager, partner, employee or incorporator. Each Holder of a 2021 Note purchased by accepting a 2021 Note waives and releases all such liability. This waiver and release are part of the Issuer pursuant consideration for the issuance of the Guarantees. Each Holder of a 2021 Note by accepting a 2021 Note agrees that any Guarantor named below shall have no further liability with respect to Section 4.07 (Asset Sale) or Section 4.12 (Change its Guarantee if such Guarantor otherwise ceases to be liable in respect of Control) its Guarantee in accordance with the terms of the Indenture, check . The Guarantee shall not be valid or obligatory for any purpose until the box: ☐ If you want to elect to certificate of authentication on the 2021 Notes upon which the Guarantee is noted shall have only part of this Note purchased been executed by the Issuer pursuant to Section 4.07 or Section 4.12 Trustee under the Indenture by the manual signature of the Indenture, state the amount: $ Date: (Sign exactly as your name appears on the other side one of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INCits authorized officers., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Westlake Chemical Corp)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]$ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuer Company pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, state the amount: amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of the this Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this */ If the Note is to be issued in global form add the Global Notes Legend from Exhibit A and the attachment from such Exhibit A captioned Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGSTO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” No. [ ] CUSIP No. 29355X AD9 144A CUSIP No. [—] ISIN No. US29355XAD9 144A ISIN No. [—] ENPRO INDUSTRIES, INC., a Delaware corporation (the “Company”)North Carolina corporation, promises to pay to Cede & Co., or registered assigns, the guarantors party principal sum set forth on the Schedule of Increases or Decreases in Global Note attached hereto (on September 15, 2022. Interest Payment Dates: March 15 and September 15, commencing [ ]. Record Dates: March 1 and September 1. Additional provisions of this Note are set forth on the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”)other side of this Note.

Appears in 1 contract

Samples: Indenture (Enpro Industries, Inc)

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note Security have been made: If you want to elect to have this Note Security purchased by the Issuer Company pursuant to Section 4.07 (Asset Sale) 4.11 or Section 4.12 (Change of Control) 4.16 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note Security purchased by the Issuer Company pursuant to Section 4.07 4.11 or Section 4.12 4.16 of the Indenture, state the amount in principal amount: $ DateDated: Your Signature: (Sign exactly as your name appears on the other side of the Notethis Security.) Signature Guarantee: Signature Guarantee: Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. */**/ */ If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. **/ If the Security is a participant Private Exchange Security issued in a recognized signature guaranty medallion program or other signature guarantor acceptable Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this “Supplemental Indenture”) dated as of [•], 201[•], among ENERGIZER HOLDINGS, INCExhibit A with the Assignment Form included in such Exhibit 1. No. CUSIP NO. $ ISIN NO., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Appears in 1 contract

Samples: Indenture (Chesapeake Orc LLC)

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CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding [Select Medical Escrow and] the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ______________________ _________________________ NOTICE: To be executed by an executive officer The initial principal amount of this Global officer](14) ----------------------------- (14) Include only for an Initial Note is $[ ]or an Initial Additional Note that bears the Private Placement Legend, in accordance with the Indenture. The following increases or decreases in this Global Note have been made: OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.07 (Asset Sale) 410 or Section 4.12 (Change of Control) 414 of the Indenture, check the box: [ ]. If you want to elect to have only part of this Note purchased by the Issuer Company pursuant to Section 4.07 410 or Section 4.12 414 of the Indenture, state the amount (in principal amount: ): $ Date: __________________ Signed: ___________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature :_______________________________________ Signatures must be guaranteed by a participant an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in a recognized the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guaranty medallion program guarantee program" as may be determined by the Note Registrar in addition to, or other signature guarantor acceptable to in substitution for, STAMP, all in accordance with the Trustee DateSecurities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Signature Amount of Signature Amount of amount of authorized decreases in increases in of this Global officer or Principal Principal Note following Trustees of Date of Amount of this Amount of this such decreases Securities Exchange Global Note Global Note or increases Custodian Exhibit B Form of Supplemental Indenture in Respect of Subsidiary Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) INDENTURE, dated as of [•], 201[•]_________] (this "Supplemental Indenture"), among ENERGIZER HOLDINGS[name of [New Subsidiary GUARANTOR[S](1)] (the "New Subsidiary Guarantor[s]"), INC.Select Medical Corporation, a Delaware corporation (together with its successors and assigns, the "Company"), the guarantors party hereto then existing Subsidiary Guarantors under the Indenture referred to below (the “New "Existing Subsidiary Guarantors”) "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationU.S. Bank Trust National Association, as trustee Trustee (the "Trustee”)") under the Indenture referred to below.

Appears in 1 contract

Samples: Indenture (Atlantic Health Group Inc)

CHECKED. The undersigned represents and warrants that it is purchasing this 2025 Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global 2025 Note is $[ ]$ . The following increases or decreases in this Global 2025 Note have been made: If you want to elect to have this 2025 Note purchased by the Issuer Issuers pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this 2025 Note purchased by the Issuer Issuers pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, state the amount: amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of the this 2025 Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee Date[MALLINCKRODT INTERNATIONAL FINANCE, X.X. XXXXXXXXXXXX CB LLC] c/o Deutsche Bank Trust Company Americas Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as This certificate is delivered to request a transfer of [•], 201[•], among ENERGIZER HOLDINGS, INC., a Delaware corporation $[ ] principal amount of the 4.875% Senior Notes due 2020] [$[ ] principal amount of the 5.500% Senior Notes due 2025] (the “CompanyNotes”) of MALLINCKRODT INTERNATIONAL FINANCE, S.A. and XXXXXXXXXXXX XX LLC (collectively with their respective successors and assigns, the “Issuers”). Upon transfer, the guarantors party hereto (Notes would be registered in the “New Guarantors”) name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).warrants to you that:

Appears in 1 contract

Samples: Indenture (Mallinckrodt PLC)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]$ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, check the box: Asset Sale ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Issuer Company pursuant to Section 4.07 4.06 (Asset Sale) or Section 4.12 4.08 (Change of Control) of the Indenture, state the amount: amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of the this Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee DateXPO LOGISTICS, INC. x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A. as Trustee and Registrar – Address: Signature 525 Xxxxxxx Penn Place, 38th Floor Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Fax No.: 000-000-0000 Ladies and Gentlemen: This certificate is delivered to request a transfer of Signature Guarantee SUPPLEMENTAL INDENTURE $[ ] principal amount of the 6.125% Senior Notes due 2023 (this the Supplemental IndentureNotes”) dated as of [•], 201[•], among ENERGIZER HOLDINGSXPO LOGISTICS, INC.. (collectively with its successors and assigns, a Delaware corporation (the “Company”). Upon transfer, the guarantors party hereto (Notes would be registered in the “New Guarantors”) name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).warrants to you that:

Appears in 1 contract

Samples: Indenture (XPO Logistics, Inc.)

CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: Notice: To be executed by an executive officer The undersigned represents and warrants that it is not a “U.S. person” (as defined in Rule 902 of Regulation S under the Securities Act of 1933) and that it is acquiring this Security in a transaction or transactions taking place outside the United States in accordance with Regulation S. The undersigned acknowledges that the Security cannot be resold unless registered under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933. Dated: NOTICE: To be executed by an executive officer The initial officer. Date of Exchange Amount of decrease in principal amount of this Global Note is $[ ]Security Amount of increase in principal amount of this Global Security Principal amount of this Global Security following such decrease or increase) Signature of authorized signatory of Trustee or Securities Custodian To assign this Security, fill in the form below: I or we assign and transfer this Security to and irrevocably appoint agent to transfer this Security on the books of the Company. The following increases or decreases in this Global Note have been made: If you want agent may substitute another to elect to have this Note purchased by the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount: $ act for him. Date: (Your Signature: Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee SUPPLEMENTAL INDENTURE this Security. GUARANTY AGREEMENT (this “Supplemental IndentureGuaranty Agreement”) dated as of [•], 201[•], among ENERGIZER HOLDINGS[GUARANTOR] (the “New Guarantor”), INC.a subsidiary of USG Corporation (or its successor), a Delaware corporation (the “Company”), the guarantors party hereto [EXISTING GUARANTORS] (the “New Existing Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking associationU.S. Bank National Association, as trustee under the supplemental indenture referred to below (the “Trustee”).

Appears in 1 contract

Samples: Supplemental Indenture (Usg Corp)

CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 (Asset Sale) or Section 4.12 (Change of Control) of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount: $ Date: (Sign exactly as your name appears on the other side of the Note) Signature Guarantee: Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee Date: Signature of Signature Guarantee THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated ), entered into as of [•], 201[•], ,among ENERGIZER HOLDINGS, INC.GAMMA ACQUISITION B.V., a Delaware corporation private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “CompanyIssuer”), the guarantors party hereto [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (the each an New GuarantorsUndersigned”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Appears in 1 contract

Samples: Indenture (Energizer Holdings, Inc.)

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