Common use of FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE Clause in Contracts

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Fill in for registration of Securities not repurchased if to be issued other than to and in the name of the registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be repurchased (if less than all): $ Fundamental Change Repurchase Date: Certificate Number (if applicable): SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global 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 SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares to be received per $1,000 principal amount of Securities. [ ] In no event will the Applicable Conversion Rate exceed [ ] per $1,000 principal amount of Notes, subject to adjustment. No adjustments will be made if share prices is above $[ ] or below $[ ]. SCHEDULE B PROJECTED PAYMENT SCHEDULE (per $1,000 principal amount)

Appears in 1 contract

Samples: Indenture (MidCon Compression LP)

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FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation PROLOGIS The undersigned registered holder owner of this Security hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. ProLogis (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase repay the entire principal amount of this Security, or the portion hereof thereof (which is $1,000 principal amount or a an integral multiple thereof) designated belowbelow designated, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereofSecurity, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect theretohereof. Dated: Signature(s) Fill in for registration of Securities not repurchased if Social Security or Other Taxpayer Identification Number Principal amount to be issued repaid (if less than all): $___,000 NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. Exh. A-11 FORM OF ASSIGNMENT AND TRANSFER For value received __________ hereby sell(s), assign(s) and transfer(s) unto __________ (Please insert social security or Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, if Common Shares are to be issued, or Securities to be delivered, other than to and in the name of the registered holder. NOTICE: (Name) (Street Address) (CityThe signature on the conversion notice, state and zip code) Please print name and address Principal amount the option to be repurchased (if less than all): $ elect repurchase upon a Fundamental Change Repurchase Date: Certificate Number (if applicable): SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases the assignment must correspond with the name as written upon the face of the Security in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal Amount of this Global Security Principal Amount of this Global Security Following such Decrease every particular without alteration or Increase Signature of Authorized Signatory of Trustee enlargement or Securities Custodian SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares to be received per $1,000 principal amount of Securities. [ ] In no event will the Applicable Conversion Rate exceed [ ] per $1,000 principal amount of Notes, subject to adjustment. No adjustments will be made if share prices is above $[ ] or below $[ ]. SCHEDULE B PROJECTED PAYMENT SCHEDULE (per $1,000 principal amount)any change whatever.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Prologis)

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Fill in for registration of Securities not repurchased if to be issued other than to and in the name of the registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be repurchased (if less than all): $ Fundamental Change Repurchase Date: Certificate Number (if applicable): SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global 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 SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares to be received per $1,000 principal amount of Securities. [ ] Share Price $34.39 $40.00 $45.00 $50.00 $55.00 $60.00 $70.00 $80.00 $90.00 $100.00 $125.00 $150.00 $175.00 $200.00 Effective date May 10, 2007 9.6927 8.3968 7.6783 7.2110 6.3046 5.3485 3.9548 3.0016 2.3182 1.8104 0.9951 0.5389 0.2722 0.1169 May 15, 2008 9.6927 8.1681 7.4317 6.9634 6.0655 5.1230 3.7622 2.8416 2.1871 1.7036 0.9319 0.5020 0.2513 0.1058 May 15, 2009 9.6927 7.9131 7.1521 6.6801 5.7906 4.8631 3.5399 2.6573 2.0364 1.5813 0.8601 0.4604 0.2279 0.0935 May 15, 2010 9.6927 7.6322 6.8369 6.3569 5.4750 4.5638 3.2836 2.4452 1.8638 1.4419 0.7796 0.4143 0.2024 0.0803 May 15, 2011 9.6927 7.3219 6.4790 5.9851 5.1095 4.2161 2.9861 2.2003 1.6658 1.2832 0.6896 0.3639 0.1750 0.0666 May 15, 2012 9.6927 6.9769 6.0679 5.5518 4.6810 3.8078 2.6380 1.9160 1.4381 1.1025 0.5893 0.3089 0.1456 0.0519 May 15, 2013 9.6927 6.5897 5.5903 5.0415 4.1743 3.3259 2.2317 1.5894 1.1807 0.9012 0.4812 0.2513 0.1161 0.0382 May 15, 2014 9.6927 6.1602 5.0284 4.4282 3.5623 2.7458 1.7517 1.2123 0.8898 0.6777 0.3647 0.1907 0.0859 0.0247 May 15, 2015 9.6927 5.6960 4.3520 3.6641 2.7958 2.0265 1.1797 0.7810 0.5670 0.4339 0.2391 0.1262 0.0549 0.0119 May 15, 2016 9.6927 5.2776 3.5144 2.6332 1.7542 1.0789 0.4983 0.3069 0.2218 0.1695 0.0913 0.0481 0.0196 0.0002 May 15, 2017 9.6927 5.6027 2.8262 0.6204 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 In no event will the Applicable Conversion Rate exceed [ ] 29.0782 per $1,000 principal amount of Notes, subject to adjustment. No adjustments will be made if share prices is above $[ ] 200.00 or below $[ ]34.39. SCHEDULE B PROJECTED PAYMENT SCHEDULE (per $1,000 principal amount)) Period Period End date Projected Payment Schedule 1 November 15, 2007 $12.50 2 May 15, 2008 $12.50 3 November 15, 2008 $12.50 4 May 15, 2009 $12.50 5 November 15, 2009 $12.50 6 May 15, 2010 $12.50 7 November 15, 2010 $12.50 8 May 15, 2011 $12.50 9 November 15, 2011 $12.50 10 May 15, 2012 $12.50 11 November 15, 2012 $12.50 12 May 15, 2013 $12.50 13 November 15, 2013 $12.50 14 May 15, 2014 $12.50 15 November 15, 2014 $12.50 16 May 15, 2015 $12.50 17 November 15, 2015 $12.50 18 May 15, 2016 $12.50 19 November 15, 2016 $12.50 20 May 15, 2017 $12.50 21 November 15, 2017 $15.54 22 May 15, 2018 $15.66 23 November 15, 2018 $15.78 24 May 15, 2019 $15.91 25 November 15, 2019 $16.03 26 May 15, 2020 $16.16 27 November 15, 2020 $16.30 28 May 15, 2021 $16.44 29 November 15, 2021 $16.58 30 May 15, 2022 $16.72 31 November 15, 2022 $16.87 Period Period End date Projected Payment Schedule 32 May 15, 2023 $17.03 33 November 15, 2023 $17.18 34 May 15, 2024 $17.35 35 November 15, 2024 $17.51 36 May 15, 2025 $17.69 37 November 15, 2025 $17.86 38 May 15, 2026 $18.04 39 November 15, 2026 $18.23 40 May 15, 2027 $18.42 41 November 15, 2027 $18.61 42 May 15, 2028 $18.82 43 November 15, 2028 $19.02 44 May 15, 2029 $19.24 45 November 15, 2029 $19.45 46 May 15, 2030 $19.68 47 November 15, 2030 $19.91 48 May 15, 2031 $20.15 49 November 15, 2031 $20.39 50 May 15, 2032 $20.64 51 November 15, 2032 $20.90 52 May 15, 2033 $21.16 53 November 15, 2033 $21.43 54 May 15, 2034 $21.71 55 November 15, 2034 $21.99 56 May 15, 2035 $22.29 57 November 15, 2035 $22.59 58 May 15, 2036 $22.90 59 November 15, 2036 $23.22

Appears in 1 contract

Samples: Indenture (Chesapeake Energy Corp)

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Fill in for registration of Securities not repurchased if to be issued other than to and in the name of the registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be repurchased (if less than all): $ Fundamental Change Repurchase Date: Certificate Number (if applicable): SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global 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 SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares to be received per $1,000 principal amount of Securities. [ ] In no event will the Applicable Conversion Rate exceed [ ] per $1,000 principal amount of Notes, subject to adjustment. No adjustments will be made if share prices is above Share Price Effective Date $[ ] or below $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] May [•]. SCHEDULE B , 2007 May [•], 2008 May [•], 2009 May [•], 2010 May [•], 2011 May [•], 2012 May [•], 2013 May [•], 2014 May [•], 2015 May [•], 2016 May [•], 2017 PROJECTED PAYMENT SCHEDULE (per $1,000 principal amount)Period Period End date Projected Payment Schedule 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Period Period End date Projected Payment Schedule 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60

Appears in 1 contract

Samples: Indenture (Gene D. Yost & Son Inc.)

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FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Fill in for registration of Securities not repurchased if to be issued other than to and in the name of the registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal amount to be repurchased (if less than all): $ $________________________ Fundamental Change Repurchase Date: Certificate Number (if applicable): SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global 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 SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares to be received per $1,000 principal amount of Securities. [ ] Share Price $ 57.26 $ 65.00 $ 75.00 $ 85.89 $ 95.00 $ 105.00 $ 115.00 $ 125.00 $ 150.00 $ 175.00 $ 200.00 $ 250.00 $ 400.00 Effective date May 20, 2008 5.8214 5.3572 4.9812 4.7677 4.0895 3.5282 3.0784 2.7270 2.0818 1.6529 1.3468 0.9426 0.3858 December 15, 2009 5.8214 5.1295 4.7399 4.5127 3.8726 3.3206 2.8915 2.5518 1.9425 1.5409 1.2563 0.8826 0.3696 December 15, 2010 5.8214 4.9141 4.5012 4.2915 3.6526 3.1063 2.7001 2.3702 1.7965 1.4227 1.1603 0.8178 0.3462 December 15, 2011 5.8214 4.7310 4.3119 4.0936 3.4537 2.9187 2.5271 2.2053 1.6636 1.3147 1.0719 0.7570 0.3225 December 15, 2012 5.8214 4.5314 4.0652 3.8282 3.1825 2.6748 2.2909 1.9902 1.4847 1.1707 0.9563 0.6770 0.2911 December 15, 2013 5.8214 4.3137 3.7879 3.5278 2.8886 2.4006 2.0254 1.7534 1.2920 1.0152 0.8293 0.5758 0.2556 December 15, 2014 5.8214 4.0264 3.4039 3.1110 2.5074 2.0219 1.6728 1.4340 1.0411 0.8158 0.6678 0.4782 0.2121 December 15, 2015 5.8214 3.7995 3.0812 2.7593 2.1369 1.6577 1.3532 1.1331 0.8091 0.6324 0.5193 0.3746 0.1683 December 15, 2016 5.8214 3.7726 2.6585 2.2465 1.5965 1.1639 0.9097 0.7278 0.5131 0.4055 0.3358 0.2454 0.1106 December 15, 2017 5.8214 3.7572 1.9959 1.3704 0.7442 0.4444 0.2880 0.2286 0.1745 0.1438 0.1208 0.0882 0.0396 December 15, 2018 5.8214 3.7418 1.6905 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 In no event will the Applicable Conversion Rate exceed [ ] 17.4642 per $1,000 principal amount of Notes, subject to adjustment. No adjustments will be made if share prices is above $[ ] 400.00 or below $[ ]57.26. SCHEDULE B PROJECTED PAYMENT SCHEDULE (per $1,000 principal amount)) Period Period End date Projected Payment Schedule 1.00 December 15, 2008 $12.38 2.00 June 15, 2009 $11.25 3.00 December 15, 2009 $11.25 4.00 June 15, 2010 $11.25 5.00 December 15, 2010 $11.25 6.00 June 15, 2011 $11.25 7.00 December 15, 2011 $11.25 8.00 June 15, 2012 $11.25 9.00 December 15, 2012 $11.25 10.00 June 15, 2013 $11.25 11.00 December 15, 2013 $11.25 12.00 June 15, 2014 $11.25 13.00 December 15, 2014 $11.25 14.00 June 15, 2015 $11.25 15.00 December 15, 2015 $11.25 16.00 June 15, 2016 $11.25 17.00 December 15, 2016 $11.25 18.00 June 15, 2017 $11.25 19.00 December 15, 2017 $11.25 20.00 June 15, 2018 $11.25 21.00 December 15, 2018 $11.25 22.00 June 15, 2019 $15.11 23.00 December 15, 2019 $15.29 24.00 June 15, 2020 $15.47 25.00 December 15, 2020 $15.66 26.00 June 15, 2021 $15.86 27.00 December 15, 2021 $16.06 28.00 June 15, 2022 $16.27 29.00 December 15, 2022 $16.48 30.00 June 15, 2023 $16.71 31.00 December 15, 2023 $16.94 32.00 June 15, 2024 $17.18 33.00 December 15, 2024 $17.43 34.00 June 15, 2025 $17.68 35.00 December 15, 2025 $17.95 36.00 June 15, 2026 $18.22 37.00 December 15, 2026 $18.50 38.00 June 15, 2027 $18.80 39.00 December 15, 2027 $19.10 40.00 June 15, 2028 $19.42 41.00 December 15, 2028 $19.74 42.00 June 15, 2029 $20.08 43.00 December 15, 2029 $20.42 44.00 June 15, 2030 $20.78 45.00 December 15, 2030 $21.15 46.00 June 15, 2031 $21.54 47.00 December 15, 2031 $21.94 48.00 June 15, 2032 $22.35 49.00 December 15, 2032 $22.78 50.00 June 15, 2033 $23.22 51.00 December 15, 2033 $23.67 52.00 June 15, 2034 $24.14 53.00 December 15, 2034 $24.63 54.00 June 15, 2035 $25.14 55.00 December 15, 2035 $25.66 56.00 June 15, 2036 $26.20 57.00 December 15, 2036 $26.76 58.00 June 15, 2037 $27.34 59.00 December 15, 2037 $27.93 60.00 June 15, 2038 $28.55 61.00 December 15, 2038 $7,470.82

Appears in 1 contract

Samples: Indenture (Chesapeake Energy Corp)

FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE. To: Chesapeake Energy Corporation A. M. Castle & Co. The undersigned registered holder owner of this Security Note hereby acknowledges receipt of a notice from Chesapeake Energy Corporation. A. M. Castle & Co. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs hereby directs the Company to repurchase this Securitypay, or cause the Trustee to pay, it or an amount in cash equal to 100% of the entire principal amount, or the portion hereof thereof (which is $1,000 principal amount or a an integral multiple thereof) designated belowbelow designated, in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued repurchased plus interest accrued to, but excluding, the Fundamental Change Repurchase Date, as provided in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect theretoIndenture. Dated: Signature(s) Fill Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in for registration an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of Securities not repurchased if to be issued other than to and in the name of the registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address 1934. Signature Guaranteed Principal amount to be repurchased (if less than allat least U.S. $1,000 or an integral multiple of $1,000 in excess thereof): $ Fundamental Change Repurchase DateRemaining principal amount following such repurchase (which amount must be $0 or an integral multiple of $1,000): By: Certificate Number (if applicable): Authorized Signatory [Include for Global Note] SCHEDULE OF INCREASES OR AND DECREASES IN OF GLOBAL SECURITY The following increases or decreases in this NOTE Initial Principal Amount of Global Security have been madeNote: Date Amount of Exchange Increase in Principal Amount of Global Note Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Note Principal Amount of this Global Security Principal Amount Note After Increase or Decrease Notation by Registrar, Note Custodian or authorized signatory of Trustee EXHIBIT B [FORM OF TRANSFER CERTIFICATE] 5.25% Convertible Senior Secured Notes due 2019 Transfer Certificate In connection with any transfer of any of the Notes within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Global Security Following such Decrease or Increase Signature of Authorized Signatory of Trustee or Securities Custodian SCHEDULE A ADDITIONAL SHARES TABLE The following table sets forth the increase in the Applicable Conversion Rate, expressed as a number of Additional Shares Note hereby certifies with respect to be received per $1,000 $ principal amount of Securitiesthe above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) 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 Notes for the reason checked below: ¨ A transfer of the Surrendered Notes is made to the Company or any of its subsidiaries; or ¨ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or ¨ The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act; or ¨ The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act. [ The undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act. Date: By: (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.) Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT C [RESTRICTED STOCK LEGEND] In no event will the Applicable Conversion Rate exceed [ ] per $1,000 principal amount of NotesTHE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, subject to adjustment. No adjustments will be made if share prices is above $[ ] or below $[ ]. SCHEDULE B PROJECTED PAYMENT SCHEDULE AS AMENDED (per $1,000 principal amountTHE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:

Appears in 1 contract

Samples: Indenture (Castle a M & Co)

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