OPTION OF HOLDER TO ELECT REPURCHASE. If you want to elect to have this Note repurchased by the Issuer pursuant to Section 4.09 of the Indenture, check the following box: [ ] If you want to elect to have only part of this Note repurchased by the Issuer pursuant to Section 4.09 of the Indenture, state the amount you elect to have repurchased: $[●] Date: [●] Your Signature: (Sign exactly as your name appears on the face of this Note) SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * For Global Notes. Exhibit B Form of Certificate of Transfer Black Knight InfoServ, LLC c/o Black Knight, Inc. 600 Xxxxxxxxx Xxx. Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Chief Legal Officer Wxxxx Fargo Bank, National Association 1 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Services – Administration, Black Knight InfoServ, LLC Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: pxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Re: 3.625% Senior Notes due 2028 Reference is hereby made to the Indenture, dated as of August 26, 2020 (the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●] (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[●] in such Note[s] or interests (the “Transfer”), to [●] (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]
Appears in 1 contract
Samples: Indenture (Black Knight, Inc.)
OPTION OF HOLDER TO ELECT REPURCHASE. If you want to elect wish to have this Note repurchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, check the following box: [ ] If you want to elect wish to have only part a portion of this Note repurchased purchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, state the amount (in multiples of U.S.$1,000): U.S.$ . (If you elect to have repurchased: $[●] Date: [●] your Note purchased in part, the portion of the Note not redeemed must have an aggregate principle amount of at least U.S.$100,000.) Your Signature: (Sign exactly as your name appears on the face other side of this Note) SCHEDULE Date: Medallion Signature Guarantee: EXHIBIT B FORM OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144 [Date] The initial outstanding principal amount Bank of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive NoteNew York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * For Global Notes. Exhibit B Form of Certificate of Transfer Black Knight InfoServ, LLC c/o Black Knight, Inc. 600 Xxxxxxxxx Xxx. Xxxxxxxxxxxx, Xxxxxxx 00000 NY 10286 Attention: Chief Legal Officer Wxxxx Fargo Bank, National Association 1 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Services – Administration, Black Knight InfoServ, LLC Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: pxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Global Finance Americas Re: 3.6253.75% Senior Convertible Subordinated Notes due 2028 2018 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) (144A Note CUSIP: 151290 BA0 (restricted), 151290 BC6 (unrestricted); Regulation S Note CUSIP: P2253T HW2) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 26March 15, 2020 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, the guarantors party thereto The Bank of New York Mellon, as Trustee and the TrusteeThe Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, which represent an interest in a Global Security beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [●Name of Transferor] By: Authorized Signature Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. EXHIBIT C FORM OF CERTIFICATION FOR TRANSFER PURSUANT TO REGULATION S [Date] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, NY 10286 Attention: International Corporate Trust Re: 3.75% Convertible Subordinated Notes due 2018 (the “TransferorNotes”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A heretoof CEMEX, in the principal amount of $[●] in such Note[s] or interests S.A.B. de C.V. (the “TransferIssuer”) (144A Note CUSIP: 151290 BA0 (restricted), 151290 BC6 (unrestricted); Regulation S Note CUSIP: P2253T HW2) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of March 15, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to [●] them in the Indenture or Regulation S under the Securities Act of 1933, as amended (the “TransfereeSecurities Act”), as further specified in Annex A heretothe case may be. In connection with our proposed transfer of U.S.$ aggregate principal amount of the TransferNotes, which represent an interest in a Rule 144A Global Securities beneficially owned by the Transferor hereby certifies undersigned (“Transferor”), we confirm that such transfer has been effected pursuant to and in accordance with Regulation S and, accordingly, we represent that: [CHECK ALL THAT APPLY]:
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
OPTION OF HOLDER TO ELECT REPURCHASE. If you want to elect wish to have this Note repurchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, check the following box: [ ] ¨ If you want to elect wish to have only part a portion of this Note repurchased purchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, state the amount (in multiples of U.S.$1,000): $ . (If you elect to have repurchased: $[●] Date: [●] your Note purchased in part, the portion of the Note not redeemed must have an aggregate principle amount of at least U.S.$100,000.) Your Signature: (Sign exactly as your name appears on the face other side of this Note) SCHEDULE Date: Medallion Signature Guarantee: FORM OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144 [Date] The initial outstanding principal amount Bank of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive NoteNew York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * For Global Notes. Exhibit B Form of Certificate of Transfer Black Knight InfoServ, LLC c/o Black Knight, Inc. 600 Xxxxxxxxx Xxx. Xxxxxxxxxxxx, Xxxxxxx 00000 NY 10286 Attention: Chief Legal Officer Wxxxx Fargo Bank, National Association 1 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Services – Administration, Black Knight InfoServ, LLC Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: pxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Global Finance Americas Re: 3.6254.875% Senior Convertible Subordinated Notes due 2028 2015 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) (XXXXX 000000 XX0 (restricted), 151290 AV5 (unrestricted)) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 26March 30, 2020 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, the guarantors party thereto The Bank of New York Mellon, as Trustee and the TrusteeThe Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, which represent an interest in a 144A Global Security beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [●Name of Transferor] By: Authorized Signature Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. EXHIBIT B FORM OF RESTRICTED ADS LEGEND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF CEMEX, S.A.B. de C.V. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE (OTHER THAN A TRANSFER PURSUANT TO RULE 144), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED ADSs (Transfers pursuant to Section 12.11(c) of the Indenture) Citibank, N.A C/o Xxxxxxx Xxxxxxxxxx 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: Restricted ADSs of CEMEX, S.A.B. de C.V. (the “Issuer”) Reference is hereby made to the Indenture, dated as of March 30, 2010 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee and The Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to ADSs represented by the accompanying certificate(s) that were issued upon conversion of Notes and which are held in the name of (the “Transferor”) owns and proposes to effect the transfer the Note[s] or interest in of such Note[s] specified in Annex A hereto, in the principal amount of $[●] in such Note[s] or interests (the “Transfer”), to [●] (the “Transferee”), as further specified in Annex A heretoADSs. In connection with the Transfer, the Transferor hereby certifies thatSuch ADSs are only being transferred: [CHECK ALL THAT APPLY]ONE BOX BELOW
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
OPTION OF HOLDER TO ELECT REPURCHASE. If you want to elect wish to have this Note repurchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, check the following box: [ ] If you want to elect wish to have only part a portion of this Note repurchased purchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, state the amount (in multiples of U.S.$1,000): U.S.$ . (If you elect to have repurchased: $[●] Date: [●] your Note purchased in part, the portion of the Note not redeemed must have an aggregate principle amount of at least U.S.$100,000.) Your Signature: (Sign exactly as your name appears on the face other side of this Note) SCHEDULE Date: Medallion Signature Guarantee: EXHIBIT B FORM OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144 [Date] The initial outstanding principal amount Bank of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive NoteNew York Mellon 000 Xxxxxxx Xxxxxx – 4E New York, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * For Global Notes. Exhibit B Form of Certificate of Transfer Black Knight InfoServ, LLC c/o Black Knight, Inc. 600 Xxxxxxxxx Xxx. Xxxxxxxxxxxx, Xxxxxxx 00000 NY 10286 Attention: Chief Legal Officer Wxxxx Fargo Bank, National Association 1 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Corporate Trust Services – Administration, Black Knight InfoServ, LLC Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: pxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Global Finance Americas Re: 3.6253.25% Senior Convertible Subordinated Notes due 2028 2016 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) (144A Note CUSIP: 151290 AZ6 (restricted), 151290 XX0 (xxxxxxxxxxxx); Regulation S Note CUSIP: P2253T HV4) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 26March 15, 2020 2011 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, the guarantors party thereto The Bank of New York Mellon, as Trustee and the TrusteeThe Bank of New York Xxxxxx, X.X., Institución de Banca Múltiple. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [●] In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, which represent an interest in a Global Security beneficially owned by the undersigned (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[●] in such Note[s] or interests (the “Transfer”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [●Name of Transferor] By: Authorized Signature Signature Guarantee: (the “Transferee”Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), as further specified in Annex A heretopursuant to Exchange Act Rule 17Ad-15. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]EXHIBIT C FORM OF CERTIFICATION
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
OPTION OF HOLDER TO ELECT REPURCHASE. If you want to elect wish to have this Note repurchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, check the following box: [ ] If you want to elect wish to have only part a portion of this Note repurchased purchased by the Issuer pursuant to Section 4.09 3.03 of the Indenture, state the amount (in multiples of U.S.$1,000): U.S.$ . (If you elect to have repurchased: $[●] Date: [●] your Note purchased in part, the portion of the Note not redeemed must have an aggregate principle amount of at least U.S.$1,000.) Your Signature: (Sign exactly as your name appears on the face other side of this Note) SCHEDULE Date: Medallion Signature Guarantee: FORM OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* CERTIFICATION FOR TRANSFER PURSUANT TO RULE 144 [Date] The initial outstanding principal amount Bank of this Global Note is $[●]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive NoteNew York Mellon 101 Xxxxxxx Street – 7W Xxx Xxxx, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian * For Global Notes. Exhibit B Form of Certificate of Transfer Black Knight InfoServ, LLC c/o Black Knight, Inc. 600 Xxxxxxxxx Xxx. Xxxxxxxxxxxx, Xxxxxxx XX 00000 Attention: Chief Legal Officer Wxxxx Fargo Bank, National Association 1 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: International Corporate Trust Services – Administration, Black Knight InfoServ, LLC Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: pxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Re: 3.625% Senior Convertible Subordinated Notes due 2028 2020 (the “Notes”) of CEMEX, S.A.B. de C.V. (the “Issuer”) (CUSIP: 151290 BQ5 (restricted), 151290 BR3 (unrestricted)) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of August 26March 13, 2020 2015 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, the guarantors party thereto The Bank of New York Mellon, as Trustee and the CIBanco S.A., Institución de Banca Múltiple, as Mexican Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of U.S.$ aggregate principal amount of the Notes, which represent an interest in a 144A Global Security beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [●Name of Transferor] By: Authorized Signature Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. EXHIBIT B FORM OF RESTRICTED ADS LEGEND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF CEMEX, S.A.B. de C.V. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER OCTOBER 3, 2014 OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE (OTHER THAN A TRANSFER PURSUANT TO RULE 144), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED ADSs (Transfers pursuant to Section 12.11(c) of the Indenture) Citibank, N.A C/O Depositary Receipts Operations 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Re: Restricted ADSs of CEMEX, S.A.B. de C.V. (the “Issuer”) Reference is hereby made to the Indenture, dated as of March 13, 2015 (as amended and supplemented from time to time, the “Indenture”), among the Issuer, The Bank of New York Mellon, as Trustee and CIBanco S.A., Institución de Banca Múltiple, as Mexican Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to ADSs represented by the accompanying certificate(s) that were issued upon conversion of Notes and which are held in the name of (the “Transferor”) owns and proposes to effect the transfer the Note[s] or interest in of such Note[s] specified in Annex A hereto, in the principal amount of $[●] in such Note[s] or interests (the “Transfer”), to [●] (the “Transferee”), as further specified in Annex A heretoADSs. In connection with the Transfer, the Transferor hereby certifies thatSuch ADSs are only being transferred: [CHECK ALL THAT APPLY]ONE BOX BELOW
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
