Common use of OPTION TO ELECT PURCHASE Clause in Contracts

OPTION TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.16 of the Indenture, check the appropriate box below: If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.16 of the Indenture, state the amount you elect to have purchased: Date:_______________________ Your Signature: (Sign exactly as your name appears on the other side of this Note) Tax Identification No.: ____________ Signature Guarantee*:________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Triton Water Holdings, Inc. 000 Xxxx Xxxxx Xxxx Building 2 Stamford, CT 06902-1138 Attention: General Counsel Wilmington Trust, National Association, as Trustee Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Attention: Triton Water Holdings, Inc., Notes Administrator Fax No.: (000) 000-0000 Re: The Issuer’s 6.250% Senior Notes due 2029 Reference is hereby made to the Indenture, dated as of March 31, 2021 (the “Indenture”), among Triton Water Holdings, Inc., a Delaware corporation (the “Issuer”), the Guarantors from time to time party thereto and Wilmington Trust, National Association, as 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:

Appears in 1 contract

Samples: Indenture (Primo Brands Corp)

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OPTION TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, check the appropriate box below: If you want to elect to have only part of the Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, state the amount you elect to have purchased: Date:_______________________ : Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: ____________ Signature Guarantee*:________________________________ : * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Triton Water HoldingsSCHEDULE OF EXCHANGES OF NOTES8 The following exchanges, Inc. 000 Xxxx Xxxxx Xxxx Building 2 Stamford, CT 06902-1138 Attentionrepurchases or conversions of a part of this Global Note have been made: General Counsel Wilmington Trust, National Association, as Trustee 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 8 This schedule should be included only if the Note is a Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Attention: Triton Water Holdings, Inc., Notes Administrator Fax No.: (000) 000-0000 Note. OF TRANSFER OF RESTRICTED SECURITIES9 Re: The Issuer’s 6.2506.125% Senior Secured Notes due 2029 Reference is hereby made to the Indenture, dated as of March 31, 2021 2027 (the “IndentureNotes), among Triton Water Holdings, Inc., a Delaware corporation ) of Bausch Health Companies Inc. (the “IssuerCompany”), the Guarantors from time . This certificate relates to time party thereto and Wilmington Trust, National Association, as 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 $_______ Notes owned in such Note[s] (check applicable box) ☐ book-entry or interests (the “Transfer”), to ☐ definitive form by____________________ (the “TransfereeTransferor”), as further specified in Annex A hereto. The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with the Transfersuch request and in respect of each such Note, the Transferor does hereby certifies certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.12 of the Indenture dated as of February 10, 2022 among Bausch Health Companies Inc., the Note Guarantors party thereto, The Bank of New York Mellon, as trustee and a notes collateral agent and TMF Group New York, LLC, as a notes collateral agent (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) 9 This certificate should be included only if this Note is a Restricted Note. [Name of Note Guarantor] and its successors under the Indenture, jointly and severally with any other Note Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of Bausch Health Companies Inc. (the “Company”) to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, officer, director or incorporator, as such, past, present or future, of [name of Note Guarantor] shall have any personal liability under this Note Guarantee by reason of his, her or its status as such stockholder, officer, director or incorporator. This Note Guarantee shall be binding upon [name of Note Guarantor] and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or electronic signature of one of its authorized officers. THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Note Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF NOTE GUARANTOR] By: Name: Title: Bausch Health Companies Inc. 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, XX 00000 Attention: General Counsel Facsimile No.: (000) 000-0000 Re: ☐ 6.125% SENIOR SECURED NOTES DUE 2027 CUSIP: 144A: 071734 AP2, Reg. S: C07885 AK9 ISIN: 144A: US071734AP21, Reg. S: USC07885AK93 Dear Sirs: Reference is hereby made to the Indenture, dated as of February 10, 2022 (the “Indenture”), among Bausch Health Companies Inc., as issuer (the “Company”), the Note Guarantors party thereto, The Bank of New York Mellon, N.A., as the Trustee and a Notes Collateral Agent and TMF Group New York, LLC, as a Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $___________________ aggregate principal amount of 6.125% Senior Secured Notes due 2027 (the “Notes”), we confirm that:

Appears in 1 contract

Samples: Indenture (Bausch Health Companies Inc.)

OPTION TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, check the appropriate box below: If you want to elect to have only part of the Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, state the amount you elect to have purchased: Date:_______________________ : Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: ____________ Signature Guarantee*:________________________________ : * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Triton Water HoldingsSCHEDULE OF EXCHANGES OF NOTES8 The following exchanges, Inc. 000 Xxxx Xxxxx Xxxx Building 2 Stamford, CT 06902-1138 Attentionrepurchases or conversions of a part of this Global Note have been made: General Counsel Wilmington Trust, National Association, as Trustee 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 8 This schedule should be included only if the Note is a Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Attention: Triton Water Holdings, Inc., Notes Administrator Fax No.: (000) 000-0000 Note. OF TRANSFER OF RESTRICTED SECURITIES9 Re: The Issuer’s 6.2504.875% Senior Secured Notes due 2029 Reference is hereby made to the Indenture, dated as of March 31, 2021 2028 (the “IndentureNotes), among Triton Water Holdings, Inc., a Delaware corporation ) of Bausch Health Companies Inc. (the “IssuerCompany”), the Guarantors from time . This certificate relates to time party thereto and Wilmington Trust, National Association, as 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 $_______ Notes owned in such Note[s] (check applicable box) ☐ book-entry or interests (the “Transfer”), to ☐ definitive form by____________________ (the “TransfereeTransferor”), as further specified in Annex A hereto. The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with the Transfersuch request and in respect of each such Note, the Transferor does hereby certifies certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.12 of the Indenture dated as of June 8, 2021 among Bausch Health Companies Inc., the Note Guarantors party thereto, The Bank of New York Mellon, as trustee and a notes collateral agent and TMF Group New York, LLC, as a notes collateral agent (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) 9 This certificate should be included only if this Note is a Restricted Note. [Name of Note Guarantor] and its successors under the Indenture, jointly and severally with any other Note Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of Bausch Health Companies Inc. (the “Company”) to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, officer, director or incorporator, as such, past, present or future, of [name of Note Guarantor] shall have any personal liability under this Note Guarantee by reason of his, her or its status as such stockholder, officer, director or incorporator. This Note Guarantee shall be binding upon [name of Note Guarantor] and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or electronic signature of one of its authorized officers. THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Note Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF NOTE GUARANTOR] By: Name: Title: Bausch Health Companies Inc. 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Bridgewater, NJ 08807 Attention: General Counsel Facsimile No.: (000) 000-0000 Re: ☐ 4.875% SENIOR SECURED NOTES DUE 2028 CUSIP: 144A: 071734 AN7, Reg. S: C07885 AJ2 ISIN: 144A: US071734AN72, Reg. S: USC07885AJ21 Dear Sirs: Reference is hereby made to the Indenture, dated as of June 8, 2021 (the “Indenture”), among Bausch Health Companies Inc., as issuer (the “Company”), the Note Guarantors party thereto, The Bank of New York Mellon, N.A., as the Trustee and a Notes Collateral Agent and TMF Group New York, LLC, as a Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $___________________ aggregate principal amount of 4.875% Senior Secured Notes due 2028 (the “Notes”), we confirm that:

Appears in 1 contract

Samples: Indenture (Bausch Health Companies Inc.)

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OPTION TO ELECT PURCHASE. If you want to elect to have this Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, check the appropriate box below: If you want to elect to have only part of the Note purchased by the Issuer Company pursuant to Section 4.10 3.8 or Section 4.16 4.14 of the Indenture, state the amount you elect to have purchased: Date:_______________________ : Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: ____________ Signature Guarantee*:________________________________ : * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Triton Water HoldingsSCHEDULE OF EXCHANGES OF NOTES 8 The following exchanges, repurchases or conversions of a part of this global Note have been made: 8 This schedule should be included only if the Note is a Global Note. OF TRANSFER OF RESTRICTED SECURITIES9 Re: 5.750% Senior Secured Notes due 2027 (the “Notes”) of Bausch Health Companies 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 Section 2.12 of the Indenture dated as of March 8, 2019 among Bausch Health Companies Inc., the Note Guarantors party thereto, The Bank of New York Mellon, as trustee and a notes collateral agent and TMF Group New York, LLC, as a notes collateral agent (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) 9 This certificate should be included only if this Note is a Restricted Note. [Name of Note Guarantor] and its successors under the Indenture, jointly and severally with any other Note Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of Bausch Health Companies Inc. (the “Company”) to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, officer, director or incorporator, as such, past, present or future, of [name of Note Guarantor] shall have any personal liability under this Note Guarantee by reason of his, her or its status as such stockholder, officer, director or incorporator. This Note Guarantee shall be binding upon [name of Note Guarantor] and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Note Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [NAME OF NOTE GUARANTOR] By: Name: Title: Bausch Health Companies Inc. 000 Xxxx Xxxxx Xxxx Building 2 StamfordXxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, CT 06902-1138 XX 00000 Attention: General Counsel Wilmington Trust, National Association, as Trustee Global Capital Markets 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Attention: Triton Water Holdings, Inc., Notes Administrator Fax Facsimile No.: (000) 000-0000 Re: The Issuer’s 6.250☐ 5.750% Senior Notes due 2029 SENIOR SECURED NOTES DUE 2027 CUSIP: 144A: 000000XX0, Reg. S: X00000XX0 ISIN: 144A: US071734AC18, Reg. S: CAC07885AA18 Dear Sirs: Reference is hereby made to the Indenture, dated as of March 318, 2021 2019 (the “Indenture”), among Triton Water Holdings, Bausch Health Companies Inc., a Delaware corporation as issuer (the “IssuerCompany”), the Note Guarantors from time to time party thereto and Wilmington Trustthereto, National AssociationThe Bank of New York Mellon, N.A., as trusteethe Trustee and a Notes Collateral Agent and TMF Group New York, LLC, as a Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _________________, In connection with our proposed purchase of $ aggregate principal amount of 5.750% Senior Secured Notes due 2027 (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 “TransferNotes”), to ____________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies we confirm that:

Appears in 1 contract

Samples: Indenture (Bausch Health Companies Inc.)

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