Common use of Form of Certification Clause in Contracts

Form of Certification. TRANSFER CERTIFICATE In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the undersigned registered owner of this Security hereby certifies with respect to $________ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [_] The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or [_] The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [_] The transfer of the Surrendered Securities complies with another available exemption from the registration requirements under the Securities Act; or [_] The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "Affiliate"). [_] The transferee is an Affiliate of the Company. DATE: ----------------- ------------------------------- Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Form of Certification. Whenever any certification is required to be given to evidence compliance with certain restrictions relating to transfers of Restricted Securities contemplated by Section 3.05(b)(iv), Section 3.05(c) or Section 13.02, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company and the Initial Purchasers, TRANSFER CERTIFICATE In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the The undersigned registered owner of this Security Holder hereby certifies with respect to $U.S.$________ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [_] The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the "Securities Act"); or [_] The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [_] The transfer of the Surrendered Securities complies with another available exemption from the registration requirements under the Securities Act; or [_] The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 prospectus delivery requirements under the Securities Act (an have been satisfied with respect to such transfer, the undersigned Holder is named as a "Affiliate"). [_] The transferee is an Affiliate Selling Securityholder" in the prospectus relating to such registration statement, or in amendments or supplements thereto, and the aggregate principal amount of Surrendered Securities transferred are all or a portion of the Companysecurities listed in such prospectus opposite the undersigned's name. DATEDated: ----------------- ------------------------------- Signature(s) * * To be dated the date of surrender. Signature (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Form of Certification. TRANSFER CERTIFICATE In connection with any transfer the certification contemplated by Section 305 or 1202 relating to compliance with certain restrictions relating to transfers of any Restricted Securities, such certification shall be provided substantially in the form of the Securities within following certificate, with only such changes as shall be approved by the period prior Company and the Trustee: "CERTIFICATE ATLAS CORPORATION 7% EXCHANGEABLE DEBENTURES DUE OCTOBER 25, 2000 This is to the expiration certify that as of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the undersigned registered owner of this Security hereby certifies date hereof with respect to $U.S.$________ principal amount (as defined in the Indenture) of the above-above- captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange for like Securities of other denominations or conversion for Granges Common Stock where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "transfer"), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Securities associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [_] _________ The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities United States 1933 Act of 1933, as amended (the "Securities 1933 Act"); or [_] _________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities 1933 Act; or [_] _________ The transfer of the Surrendered Securities complies with another available exemption from the registration requirements Rule 904 under the Securities 1933 Act; or [. _] _________ The transfer of the Surrendered Securities has been made to an individual or institution that is an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act in a transaction exempt from the registration requirements of the 1933 Act because such institution is: __________ any bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting as an individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the 1934 Act; any insurance company as defined in Section 2(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, of if the employee benefit plan has total assets in excess of $5,000,000 or, if a self- directed plan, with investment decisions made solely by persons that are accredited investors; __________ any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; __________ any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purposes of acquiring the securities offered, with total assets in excess of $5,000,000; __________ any director, executive officer, or general partner of the Company; __________ any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; __________ any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; __________ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directly by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the 1933 Act; or __________ any entity in which all of the equity owners are accredited investors. ________ The transfer of the Surrendered Securities has been made pursuant to an effective registration statement filed under the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 under the Securities Act (an "Affiliate")0000 Xxx. [Name of Holder] _] The transferee is an Affiliate ___________________ Dated: ____________, ____*" * To be dated the date of the Company. DATE: ----------------- ------------------------------- Signature(s) (If the registered owner is a corporation, partnership presentation or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)surrender

Form of Certification. Whenever any certification is required to be given to evidence compliance with certain restrictions relating to transfers of Restricted Securities contemplated by Section 3.05(b)(iv), Section 3.05(c) or Section 13.02, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company and the Initial Purchasers, TRANSFER CERTIFICATE In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the The undersigned registered owner of this Security Holder hereby certifies with respect to $____U.S.$____ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [_] The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the "Securities Act"); or [_] The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [_] The transfer of the Surrendered Securities complies with another available exemption from the registration requirements under the Securities Act; or [_] The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 prospectus delivery requirements under the Securities Act (an have been satisfied with respect to such transfer, the undersigned Holder is named as a "Affiliate"). [_] The transferee is an Affiliate Selling Securityholder" in the prospectus relating to such registration statement, or in amendments or supplements thereto, and the aggregate principal amount of Surrendered Securities transferred are all or a portion of the Companysecurities listed in such prospectus opposite the undersigned's name. DATE: ----------------- ------------------------------- Signature(s) Dated:_________________* * To be dated the date of surrender. ________________________________________ Signature (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Form of Certification. Whenever any certification is required to be given to evidence compliance with certain restrictions relating to transfers of Restricted Securities contemplated by Section 3.5(b)(iv), Section 3.5(c) or Section 13.2, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company and the Initial Purchasers. TRANSFER CERTIFICATE In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the The undersigned registered owner of this Security Holder hereby certifies with respect to $___U.S.$_____ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner Holder (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: [_] __________ The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or [_] __________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or [_] __________ The transfer of the Surrendered Securities complies with another available exemption from the registration requirements Rule 904 of Regulation S under the Securities Act; or [_] __________ The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. and unless the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Securities are not being transferred to an "affiliate" of the Company as defined in Rule 144 prospectus delivery requirements under the Securities Act (an have been satisfied with respect to such transfer, the undersigned Holder is named as a "Affiliate"). [_] The transferee is an Affiliate Selling Securityholder" in the prospectus relating to such registration statement, or in amendments or supplements thereto, and the aggregate principal amount of Surrendered Securities transferred are all or a portion of the Companysecurities listed in such prospectus opposite the undersigned's name. DATEDated: ----------------- ------------------------------- Signature(s) ___________________* * To be dated the date of surrender. ---------------------------------- Signature (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)