Common use of Section 201 Forms Generally Clause in Contracts

Section 201 Forms Generally. The CVRs and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may be required by law or any rule or regulation pursuant thereto, all as may be determined by officers executing such CVRs, as evidenced by their execution of the CVRs. Any portion of the text of any CVR may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CVR. The definitive CVRs shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner as determined by the officers executing such CVRs, as evidenced by their execution of such CVRs. Section 202 Form of Face of CVR. VIROLOGIC, INC. No. Certificate for Contingent Value Rights This certifies that or registered assigns (the “Holder”) is the registered holder of the number of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreement. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the Company’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Company maintained for that purpose. All payments, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, such amounts may be paid by check payable in such money (“Cash”). Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement, Contingent Value Rights Agreement (Virologic Inc), Contingent Value Rights Agreement (Aclara Biosciences Inc)

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Section 201 Forms Generally. The CVRs Each Registered Security, Bearer Security, Coupon and the Trustee’s certificate of authentication temporary or permanent global Security issued pursuant to this Indenture shall be in substantially the forms set forth form established by or pursuant to a Board Resolution or in this Articleone or more indentures supplemental hereto, with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Agreement Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may be required by law or any rule or regulation pursuant theretomay, all as may consistently herewith, be determined by officers the Officers executing such CVRs, Security or Coupon as evidenced by their execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the CVRsSecurities shall be issuable in registered form without Coupons. Any portion of the text of any CVR may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CVR. The Definitive Securities and definitive CVRs Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner manner, all as determined by the officers Officers executing such CVRsSecurities or Coupons, as evidenced by their execution of such CVRsSecurities or Coupons. Section 202 202. Form of Face Trustee's Certificate of CVRAuthentication. VIROLOGICSubject to Section 612, INC. No. Certificate for Contingent Value Rights This certifies that or registered assigns (the “Holder”) is the registered holder of the number of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreement. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the Company’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Company maintained for that purpose. All payments, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, such amounts may be paid by check payable in such money (“Cash”). Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee's certificate of authentication hereon has been duly executed by shall be in substantially the Trustee following form: This is one of the Securities of the series designated therein referred to on in the reverse hereof by manual signaturewithin-mentioned Indenture. -------------------------------------, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.as Trustee By -------------------------------------- Authorized Officer

Appears in 2 contracts

Samples: Nyc Newco Inc, CSX Transportation Inc

Section 201 Forms Generally. The CVRs and the Trustee’s certificate Securities of authentication each series shall be in substantially the such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, and any Guarantee of any Security issued pursuant to this ArticleIndenture shall be in the form established by or pursuant to a Guarantor’s Board Resolution or a Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established in one or more indentures supplemental hereto, and in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depository therefor or as may be required by law or any rule or regulation pursuant theretomay, all as may consistently herewith, be determined by officers the Officer executing such CVRsSecurities, as evidenced by their his or her execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the CVRs. Any portion Issuer and delivered to the Trustee at or prior to the delivery of the text Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities of any CVR series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be set forth on the reverse thereof, with an appropriate reference endorsed thereon or attached thereto on the face of the CVR. The definitive CVRs shall be printed, lithographed or engraved or produced as contemplated by any combination of these methods or may be produced in any other manner as determined by the officers executing such CVRs, as evidenced by their execution of such CVRsthis Section 201. Section 202 Form of Face Trustee’s Certificate of CVRAuthentication. VIROLOGICSubject to Section 612, INC. No. Certificate for Contingent Value Rights the Trustee’s certificate of authentication shall be in substantially the following form: This certifies that or registered assigns (the “Holder”) is the registered holder one of the number Securities of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject series designated therein referred to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreementwithin-mentioned Indenture. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the Company’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Law Debenture Trust Company maintained for that purpose. All payments, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, such amounts may be paid by check payable in such money (“Cash”). Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.By: Authorized Signatory

Appears in 1 contract

Samples: Indenture (HCA Holdings, Inc.)

Section 201 Forms Generally. The CVRs and the Trustee’s certificate Securities of authentication each series shall be in substantially the such form or forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, and any Guarantee of any Security issued pursuant to this ArticleIndenture shall be in the form established by or pursuant to a Guarantor’s Board Resolution or a Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution, or established in one or more indentures supplemental hereto, and in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or Depository therefor or as may be required by law or any rule or regulation pursuant theretomay, all as may consistently herewith, be determined by officers the Officer executing such CVRsSecurities, as evidenced by their his or her execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the CVRs. Any portion Issuer and delivered to the Trustee at or prior to the delivery of the text Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities of any CVR series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be set forth on the reverse thereof, with an appropriate reference endorsed thereon or attached thereto on the face of the CVR. The definitive CVRs shall be printed, lithographed or engraved or produced as contemplated by any combination of these methods or may be produced in any other manner as determined by the officers executing such CVRs, as evidenced by their execution of such CVRsthis Section 201. Section 202 Form of Face Trustee’s Certificate of CVRAuthentication. VIROLOGICSubject to Section 612, INC. No. Certificate for Contingent Value Rights This certifies that or registered assigns (the “Holder”) is the registered holder of the number of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreement. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the CompanyTrustee’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Company maintained for that purpose. All payments, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, such amounts may be paid by check payable in such money (“Cash”). Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by shall be in substantially the Trustee following form: This is one of the Securities of the series designated therein referred to on in the reverse hereof by manual signaturewithin-mentioned Indenture. ●, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.as Trustee By: Authorized Signatory

Appears in 1 contract

Samples: Indenture (Notami Hospitals of Louisiana Inc)

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Section 201 Forms Generally. The CVRs and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may be required by law or any rule or regulation pursuant thereto, all as may be determined by officers executing such CVRs, as evidenced by their execution of the CVRs. Any portion of the text of any CVR may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CVR. The definitive CVRs shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner as determined by the officers executing such CVRs, as evidenced by their execution of such CVRs. Section 202 Form of Face of CVR. VIROLOGIC, INC. No. Certificate for Contingent Value Rights This certifies that or registered assigns (the “Holder”) is the registered holder of the number of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreement. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the Company’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Company maintained for that purpose. All paymentsSuch payment, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made , in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, the Company may pay such amounts may be paid by its check payable in such money (“Cash”)) . Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Aclara Biosciences Inc)

Section 201 Forms Generally. The CVRs and the Trustee’s certificate Securities of authentication each series shall be in substantially the forms form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by any member of the Management Board and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The text of the Subordinated Guarantee shall be attached to the Securities of each series in substantially the form set forth in Section 206, or in the form of such other Subordinated Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other corrections as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may may, consistently herewith, be required determined by law or any rule or regulation pursuant theretothe person duly authorized thereto executing such Securities, all as may be determined by officers executing such CVRs, as evidenced by their execution of such execution. If the CVRs. Any portion of Subordinated Guarantee, the text of which is to be attached to the Securities of any CVR may be set forth on series, is established by action taken pursuant to a Board Resolution of the reverse thereofGuarantor, with a copy of an appropriate reference thereto on the face record of such action shall be certified by two authorized signatories of the CVRGroup Legal Services department (or, if re-named, the successor legal department) of the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive CVRs Securities, including the text of the Subordinated Guarantee, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner manner, all as determined by the officers executing such CVRsSecurities, as evidenced by their execution of such CVRs. Section 202 Form of Face of CVR. VIROLOGIC, INC. No. Certificate for Contingent Value Rights This certifies that or registered assigns (the “Holder”) is the registered holder of the number of Contingent Value Rights (“CVRs”) set forth above. Each CVR entitles the Holder, subject to the provisions contained herein and in the Agreement referred to on the reverse hereof, to a payment from ViroLogic, Inc., a Delaware corporation (the “Company”), in an amount and in the form determined pursuant to the provisions set forth on the reverse hereof and as more fully described in the Agreement. Such payment shall be made in (i) Cash (as defined below) or (ii) Cash and Shares (as defined below) on the third Business Day following the Maturity Date, or in Cash on the Default Payment Date or the Disposition Payment Date upon the occurrence of an Event of Default or a Disposition, as the case may be, each as defined in the Agreement referred to on the reverse hereof. Payment of any amounts of Cash (as defined below) or the issuance of any shares of the Company’s common stock, par value $0.001 (“Shares”), pursuant to this CVR Certificate shall be made only upon presentation of this CVR Certificate by the Holder hereof, at the office or agency of the Company maintained for that purpose. All payments, including payments after a Disposition or Event of Default, shall be made in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose. Cash payments shall be made in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, such amounts may be paid by check payable in such money (“Cash”). Reference is hereby made to the further provisions of this CVR Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this CVR Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purposeSecurities.

Appears in 1 contract

Samples: Allianz Finance III B.V.

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