Common use of INDENTURE TO CONTROL; GOVERNING LAW Clause in Contracts

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable Corporation, 4 Xxxxxxxxx Xxxxx, Highland Heights, KY 41076, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 2 contracts

Samples: Indenture (General Cable Corp /De/), Indenture (General Cable Corp /De/)

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INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable MannKind Corporation, 4 Xxxxxxxxx 20000 Xxxxx Xxxxxx Xxxxx, Highland HeightsXxxxxxxx, KY 41076Xxxxxxxxxx 00000, Attention: General Counsel, Facsimile No. .: (000) 000-0000, Telephone No. .: (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent Agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Date: Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Mannkind Corp)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationImperial Holdings, 4 Xxxxxxxxx Inc., 000 Xxxx xx Xxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o ¨ To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Imperial Holdings, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of February 21, 2014, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of $1,000, if less than all): Certificate number (if applicable): NOTICE: The signature to the foregoing election must correspond to the name as written upon the face of this Security in every particular, without any alteration or change whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES

Appears in 1 contract

Samples: Indenture (Imperial Holdings, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF OPTIONAL CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o ¨ To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of [ ], 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee Note and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationBausch Health Companies Inc., 4 400 Xxxxxxxx Xxxxxxxxx XxxxxXxxxxxxxx, Highland HeightsXxxxxxxxxxx, KY 41076Xxx Xxxxxx 00000, AttentionTelephone: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000Attention: Investor Relations. ASSIGNMENT FORM To assign this SecurityNote, fill in the form below: I or we assign and transfer this Security Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Bausch Health Companies Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationAmerican Medical Systems Holdings, 4 Inc., 10000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxx, Highland Heights, KY 4107600000, Attention: General CounselCxxxxx Xxxxxxx, Facsimile No. (000) 000-0000Chief Financial Officer, Telephone No. Facsimile: (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. social security or tax I.D. no.number) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. social security or tax I.D. no.number) (Print or type assignee’s name, address and zip code) Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: American Medical Systems Holdings Inc

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF OPTIONAL CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.:

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationSxxxxxx Enterprises, 4 Inc., 1000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselTxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000500-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FUNDAMENTAL CHANGE PURCHASE NOTICE To: Sxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Sxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES Re: 3.375% Senior Convertible Notes Due 2016 (the “Securities”) of Sxxxxxx Enterprises, Inc. This certificate relates to $ principal amount of Securities owned in (check applicable box) ¨ book-entry or ¨ definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Indenture, dated as of June 27, 2007, among Sxxxxxx Enterprises, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): ___ Such Security is being transferred pursuant to an effective registration statement under the Securities Act. ___ Such Security is being acquired for the Transferor’s own account, without transfer. ___ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. ___ Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ___ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ___ Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). ___ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Explaining Change Principal Amount Signatory of in Principal of this Date Securities Custodian Amount Recorded Global Security Exhibit B [FORM OF NOTATION OF GUARANTEE]

Appears in 1 contract

Samples: Indenture (Stewart Enterprises Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable Corporation, 4 Xxxxxxxxx Xxxxx, Highland Heights, KY 41076, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ $______. If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Diversified Contractors Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee Note and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationTektronix, 4 Xxxxxxxxx XxxxxInc., Highland Heights10000 XX Xxxx Xxxxx Drive P.O. Box 500 Beaverton, KY 41076OR 97077, Attention: General CounselTreasurer, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this SecurityNote, fill in the form below: I or we assign and transfer this Security Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security Note into Common Stock of the Company, check the box: o To convert only part of this SecurityNote, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ $___. If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FUNDAMENTAL CHANGE PURCHASE NOTICE To: Tektronix, Inc. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Tektronix, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Note in every particular, without any alteration or change whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES Re: 1.625% Senior Convertible Notes Due 2012 (the “Securities”) of Tektronix, Inc. This certificate relates to $___principal amount of Securities owned in (check applicable box) o book-entry or o definitive form by ___(the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Indenture, dated as of June 29, 2007, between Tektronix, Inc. and U.S. Bank National Association , as trustee (the “Indenture”), and the transfer of such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): o Such Note is being transferred pursuant to an effective registration statement under the Securities Act. o Such Note is being acquired for the Transferor’s own account, without transfer. o Such Note is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. o Such Note is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. o Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. o Such Note is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) SCHEDULE OF EXCHANGES OF SECURITIES The initial outstanding principal amount of this Global Note is $___. The following exchanges, purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Explaining Change Signatory of in Principal Amount Principal Amount Date Securities Custodian Recorded of this Global Note

Appears in 1 contract

Samples: Indenture (Tektronix Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF OPTIONAL CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o ¨ To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. A-11 FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of July 28, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or Security, the Guarantee Indenture and the IndentureGuarantees, the provisions of the Indenture shall control. This Security, the Guarantee Indenture and the Indenture Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable Corporationto Steel Dynamics, 4 Inc., 0000 Xxxxxx Xxxxxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Indiana 46804; Attention: General CounselChief Financial Officer. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Steel Dynamics Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable Xxxxxxx Information Services Corporation, 4 Xxxxxxxxx Xxxxx0000 Xxxx Xxx Xxxxxxxxx, Highland HeightsXxxxxxx, KY 41076Xxxxx 00000, Attention: General CounselCorporate Secretary, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Signatory of Explaining Change in Principal Principal Amount of this Date Securities Custodian Amount Recorded Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Stewart Information Services Corp)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF OPTIONAL CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. A-12 FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of [ ], 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationXxxxxxx Enterprises, 4 Inc., 0000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselXxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FUNDAMENTAL CHANGE PURCHASE NOTICE To: Xxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Xxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all):

Appears in 1 contract

Samples: Indenture (Service Corporation International)

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INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland Heights, KY 41076, Attention: General CounselXxxxxxx 00000, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF OPTIONAL CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be (x) $1,000 or a an integral multiple of $1,0001,000 for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of July 28, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is (x) $1,000 or an integral multiple thereof for Securities denominated in $1,000 increments and (y) $1.00 or an integral multiple thereof for Securities denominated in $1.00 increments) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, if less than all): Certificate number (if applicable):

Appears in 1 contract

Samples: Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationComtech Telecommunication Corp., 4 Xxxxxxxxx Xxxxx00 Xxxxx Xxxxxxx Xxxx, Highland HeightsXxxxx 000, KY 41076Xxxxxxxx, XX 00000, Attention: General CounselXxxxxxx X. Porcelain, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Comtech Telecommunications Corp /De/)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationSxxxxxx Enterprises, 4 Inc., 1000 Xxxxx Xxxxxxxxx XxxxxXxxxxxx, Highland HeightsXxxxxxxxx, KY 41076Xxxxxxxxx 00000, Attention: General CounselTxxxxx X. Kitchen, Chief Financial Officer, Facsimile No. (000) 000500-0000, Telephone No. (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FUNDAMENTAL CHANGE PURCHASE NOTICE To: Sxxxxxx Enterprises, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Sxxxxxx Enterprises, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Fundamental Change Purchase Price, together with accrued and unpaid interest, if any, to, but excluding, such date, to the registered Holder hereof. Date: Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Signature Guaranty Principal amount to be repurchased (in an integral multiple of $1,000, if less than all): NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without any alteration or change whatsoever. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES Re: 3.125% Senior Convertible Notes Due 2014 (the “Securities”) of Sxxxxxx Enterprises, Inc. This certificate relates to $ principal amount of Securities owned in (check applicable box) o book-entry or o definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.13 of the Indenture, dated as of June 27, 2007, among Sxxxxxx Enterprises, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box), or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): Such Security is being transferred pursuant to an effective registration statement under the Securities Act. Such Security is being acquired for the Transferor’s own account, without transfer. Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. Such Security is being transferred to a non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to (i) Rule 144A under the Securities Act and such transferee must be a “qualified institutional buyer” (as defined in Rule 144A) or (ii) Regulation S under the Securities Act. Date: (Insert Name of Transferor) SCHEDULE OF EXCHANGES OF SECURITIES The following exchanges, purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Explaining Change Principal Amount Signatory of in Principal of this Date Securities Custodian Amount Recorded Global Security Exhibit B [FORM OF NOTATION OF GUARANTEE]

Appears in 1 contract

Samples: Indenture (Stewart Enterprises Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationEmergent Capital, 4 Xxxxxxxxx Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Highland HeightsXxxxxxx 00000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is ($ ) The following exchanges, KY 41076, Attentionpurchases or conversions of a part of this Global Security have been made: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000. Date Authorized Signatory of Securities Custodian Notation Stating and Explaining Change in Principal Amount Recorded Principal Amount of this Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or I, or, we assign and transfer this Security to to: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint appoint: agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. FORM OF CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 1.00 or a an integral multiple of $1,0001.00): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) Your SignatureYOUR SIGNATURE: Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.. FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: [Name of Paying Agent] The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Emergent Capital, Inc. (the “Company”) pursuant to Section 3.01 of that certain Indenture (the “Indenture”), dated as of February 21, 2014, as supplemented by the First Supplemental Indenture, dated as of March 13, 2017, between the Company and U.S. Bank National Association, and requests and instructs the Company to purchase the entire principal amount of this Security, or the portion thereof (which is $1.00 or an integral multiple thereof) below designated, in accordance with the terms of the Security and the Indenture at the Fundamental Change Purchase Price, together with accrued and unpaid interest (including Additional Interest and Special Interest, if any), to, but not including, the Fundamental Change Purchase Date, to the registered Holder hereof. Signatures must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Principal amount to be redeemed (in an integral Multiple of $1.00, if less than all): Certificate number (if applicable):

Appears in 1 contract

Samples: First Supplemental Indenture (Emergent Capital, Inc.)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture Security shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationChipPAC, 4 Xxxxxxxxx XxxxxInc., Highland Heights40000 Xxxx Xxxx, KY 41076Xxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000Corporate Secretary. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) code and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature *Signature(s) must be guaranteed by a qualified guarantor institution with membership in an institution which is a member of one of the following recognized approved signature guaranty programs: (i) guarantee program pursuant to Rule 17Ad-15 under the Securities Transfer Agent Medallion Program Exchange Act of 1934, as amended. CHIPPAC, INC. (STAMP); the “Company”) US$150,000,000 2.50% Convertible Subordinated Notes due 2008 (iiCUSIP No. ) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE PART I To convert this Security security (the “Security”) into Common Stock of ST Assembly Test Services Ltd (the Company“Parent”) Ordinary Shares represented by American Depositary Shares (“ADSs”), check the this box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Chippac Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee Note and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationValeant Pharmaceuticals International, 4 000 Xxxxxxxx Xxxxxxxxx XxxxxXxxxxxxxx, Highland HeightsXxxxxxxxxxx, KY 41076Xxx Xxxxxx 00000, AttentionTelephone: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000Attention: Investor Relations. ASSIGNMENT FORM To assign this SecurityNote, fill in the form below: I or we assign and transfer this Security Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert OPTION TO ELECT PURCHASE If you want to elect to have this Security into Common Stock Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the CompanyIndenture, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form appropriate box below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.:

Appears in 1 contract

Samples: Valeant Pharmaceuticals International, Inc.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee Note and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee and the Indenture Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationValeant Pharmaceuticals International, 4 Inc., 000 Xxxxxxxx Xxxxxxxxx XxxxxXxxxxxxxx, Highland HeightsXxxxxxxxxxx, KY 41076Xxx Xxxxxx 00000, AttentionTelephone: General Counsel, Facsimile No. (000) 000-0000, Telephone No. (000) 000-0000Attention: Investor Relations. ASSIGNMENT FORM To assign this SecurityNote, fill in the form below: I or we assign and transfer this Security Note to (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this SecurityNote) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert OPTION TO ELECT PURCHASE If you want to elect to have this Security into Common Stock Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the CompanyIndenture, check the boxappropriate box below: o To convert ☐ Section 3.8 ☐ Section 4.14 If you want to elect to have only part of this Securitythe Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the Indenture, state the principal amount you elect to be converted (must be $1,000 or a integral multiple of $1,000): have purchased: $ . If you want the stock certificate made out in another person’s name, fill in the form belowDate: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side face of this SecurityNote) Tax Identification No.: Signature Guarantee*Signature guaranteed by: By: * The signature must be guaranteed by an institution which is Participant in a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Signature Guarantee Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF NOTES3 The following exchanges, repurchases or conversions of a part of this global Note have been made: PRINCIPAL AMOUNT OF THIS GLOBAL NOTE FOLLOWING SUCH DECREASE DATE OF EXCHANGE (OR INCREASE) AUTHORIZED SIGNATORY OF NOTES CUSTODIAN AMOUNT OF DECREASE IN PRINCIPAL AMOUNT OF THIS GLOBAL NOTE AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF THIS GLOBAL NOTE 3 This schedule should be included only if the Note is a Global Note. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES4 Re: 6.50% Senior Secured Notes due 2022 (the “Notes”) of Valeant Pharmaceuticals International, Inc. (the “Company”). This certificate relates to $___________________ principal amount of Notes owned in (check applicable box) ☐ book-entry or ☐ definitive form by____________________ (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in of the Indenture dated as of March 21, 2017 among Valeant Pharmaceuticals International, Inc., the Note Guarantors party and thereto The Bank of New York Mellon, as trustee (the “Indenture”), and the transfer of such Note is in accordance with any applicable securities laws of any state and is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): ☐ Such Note is being transferred pursuant to an effective registration statement under the Securities Act. ☐ Such Note is being acquired for the Transferor’s own account, without transfer. ☐ Such Note is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. ☐ Such Note is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer,” in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ☐ Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ☐ Such Note is being transferred to a Non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act (or any successor thereto). ☐ Such Note is being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act) that has provided a letter addressed to the Company, in the form of Exhibit C attached to the Indenture, containing certain representations and agreements. Date: (Insert Name of Transferor) 4 This certificate should be included only if this Note is a Restricted Note. EXHIBIT A-2 VALEANT PHARMACEUTICALS INTERNATIONAL, INC. 7.00% SENIOR SECURED NOTES DUE 2024 [FORM OF FACE OF NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1 [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER- DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE 1 Include only if the Note is a Global Note. XXXXXX MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]2 [CANADIAN RESALE LEGEND UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN MUST NOT TRADE THIS NOTE OR THE BENEFICIAL INTEREST HEREIN BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER MARCH 21, 2017.]3 [THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]4 2 Include only if the Note is a Restricted Note. 3 TBC. Include until no longer necessary under Canadian securities laws. 4 Include only if the Note is a Restricted Note. VALEANT PHARMACEUTICALS INTERNATIONAL, INC. CUSIP: 144A: 00000XXX0, Reg. S: X00000XX0 ISIN: 144A: US91911KAK88, Reg. S: USC94143AK73 No. [ ]

Appears in 1 contract

Samples: Valeant Pharmaceuticals International, Inc.

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationOSI Pharmaceuticals, 4 Xxxxxxxxx XxxxxInc., Highland Heights40 Xxxxxxxx Xxxx, KY 41076Xxxxxxxx, XX 00000, Attention: General Counsel, Facsimile No. (000) 000-0000. SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Security is TWO HUNDRED MILLION DOLLARS ($200,000,000) The following exchanges, Telephone No. (000) 000-0000. purchases or conversions of a part of this Global Security have been made: Notation Stating and Authorized Explaining Change Principal Amount Signatory of in Principal of this Date Securities Custodian Amount Recorded Global Security ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $ . If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) Print or type assignee’s name, address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: Indenture (Osi Pharmaceuticals Inc)

INDENTURE TO CONTROL; GOVERNING LAW. In the case of any conflict between the provisions of this Security or the Guarantee and the Indenture, the provisions of the Indenture shall control. This Security, the Guarantee Security and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: General Cable CorporationAmerican Medical Systems Holdings, 4 Inc., 10000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxx, Highland Heights, KY 4107600000, Attention: General CounselCxxxxx Xxxxxxx, Facsimile No. (000) 000-0000Chief Financial Officer, Telephone No. Facsimile: (000) 000-0000. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Insert assignee’s soc. sec. social security or tax I.D. no.number) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: o To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a an integral multiple of $1,000): $ $___. If you want the stock certificate made out in another person’s name, fill in the form below: (Insert assignee’s soc. sec. social security or tax I.D. no.number) (Print or type assignee’s name, address and zip code) Your Signature: Signature Date: (Sign exactly as your name appears on the other side of this Security) ** Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

Appears in 1 contract

Samples: American Medical Systems Holdings Inc

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