Signature. as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.

Appears in 6 contracts

Samples: Preferred Restructuring Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (EQM Midstream Partners, LP), Preferred Restructuring Agreement (EQM Midstream Partners, LP)

Signature. ~~as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank~~THE UNDERSIGNED CERTIFIES THAT THE INFORMATION CONTAINED IN THIS APPLICATION AND ENROLLMENT FORM IS TRUE AND CORRECT AND AUTHORIZES NORTH AMERICAN TRANSACTION SERVICES, ~~stockbroker~~ITS AFFILIATES SUBSIDIARIES, ~~savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program~~ ASSIGNS AND SERVICE PROVIDERS (“~~STAMP~~THE NATS PARTIES”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedOR PERSON TO WHOM THIS APPLICATION IS MADE AND ANY CREDIT BUREAU OR INVESTIGATIVE AGENCY TO INVESTIGATE THE INFORMATION CONTAINED WITHIN THIS APPLICATION AND OBTAIN INFORMATION ABOUT THE ACCOUNTS AND CREDIT EXPERIENCE OF THE UNDERSIGNED. THE ~~SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER~~ UNDERSIGNED AUTHORIZES ALL PARTIES CONTACTED TO RELEASE CREDIT AND FINANCIAL INFORMATION REQUESTED AS A PART OF SAID INVESTIGATION. THE ~~SECURITIES ACT~~ NATS PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE MAY ALSO DISCLOSE INFORMATION ABOUT THE UNDERSIGNED TO DEALERSHIPS, OTHER DEALERS, OTHER LENDERS AND CREDIT BUREAUS AND OTHER PERSONS INCLUDING ENTITIES AFFILIATED AND ASSOCIATED WITH THE NATS PARTIES. THIS SHALL BE CONTINUING AUTHORIZATION FOR ALL PRESENT AND FUTURE INQUIRIES AND DISCLOSURES OF ~~1933, AS AMENDED (~~ACCOUNT INFORMATION AND CREDIT EXPERIENCE ON THE ~~“SECURITIES ACT”),~~ UNDERSIGNED MADE BY THE NATS PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE OR ANY ~~STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF~~ PERSON REQUESTED TO RELEASE SUCH ~~REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~INFORMATION. THE ~~FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ UNDERSIGNED AGREES THAT THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES NATS PARTIES MAY PROCESS DATA AND/OR ~~RIGHTS~~INFORMATION IN ANY COUNTRY WHERE PARTIES MAY HAVE A PRESENCE. THE ~~SHARES EVIDENCED BY~~ UNDERSIGNED CERTIFIES THAT THE OWNERSHIP INFORMATION PROVIDED WITH THIS ~~NOTICE~~ APPLICATION IS ACCURATE AND COMPLETE AND THAT NEITHER THE UNDERSIGNED NOR ANY OF THE UNDERSIGNED’S DIRECT OR INDIRECT OWNERS ARE SUBJECT TO ~~THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS~~ ANY PROHIBITIONS UNDER ANY REGULATION OR ORDERS OF THE ~~CHARTER~~U.S. DEPT. OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTR OL. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL UNDERSIGNED ALSO CERTIFIES THAT THEY DO NOT ~~DIRECTLY OR INDIRECTLY~~ ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, TRANSACTIONS PROHIBITED BY ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxLAWS.

Appears in 3 contracts

Samples: Accountholder Application and Agreement, Accountholder Application and Agreement, Accountholder Application and Agreement

Signature. NOTICE: The above signature of the Holder hereof must correspond with the name as ~~your name appears on~~ written upon the ~~other side~~ face of ~~this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature~~ the Notes in every particular without alteration or enlargement or any change whatever. Notes Certificate Number (if applicable): Number of Notes to be repurchased (if less than all, must be ~~guaranteed~~ one Note or integral multiples in excess thereof): Social Security or Other Taxpayer Identification Number: * Include only if a Global Unit. ** Include only if not a Global Unit. The initial number of Notes evidenced by ~~an “eligible guarantor institution” that~~ this Global Note is [ ]. The following increases or decreases in this Global Note have been made: * Include only if a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedGlobal Note. * Include only if a Global Unit. ** Include only if not a Global Unit. [THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE ~~SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN~~ MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ~~ABSENCE~~ NAME OF ~~SUCH REGISTRATION~~ A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS ~~SUCH TRANSACTION~~ AND UNTIL IT IS ~~EXEMPT FROM~~EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, OR THIS SECURITY MAY NOT ~~SUBJECT TO~~BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, ~~REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND~~ A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM YORK CORPORATION (THE “~~COMPANY~~DEPOSITARY”) TO THE 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. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE ~~HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS~~REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* * Include only if a Global Purchase Contract. CUSIP No. 15912K 118 ISIN No. XX00000X 1189 No. [Initial]* Number of Purchase Contracts: ________ This ~~letter confirms and acknowledges~~ Purchase Contract certifies that ~~you are~~ [CEDE & CO., as nominee of The Depository Trust Company]* [ ]**, or its registered assigns (the “Holder”) is the registered owner of the number ~~and the class~~ of Purchase Contracts set forth above[, which number may from time to time be reduced or ~~series of shares of capital stock of the Company listed~~ increased as set forth on Schedule A ~~to this letter~~hereto, as appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts, taken together with the number of all other Outstanding Purchase Contracts, shall not exceed [•] Purchase Contracts at any time]*. ~~In addition, please be advised that~~ Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company ~~will furnish without charge~~ to ~~each shareholder~~ deliver to the Holder of this Purchase Contract on the ~~Company who so requests the powers~~Mandatory Settlement Date a number shares of Common Stock, ~~designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof~~$0.001 par value (“Common Stock”), of the Company equal to the Mandatory Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully described on the ~~qualifications, limitations or restrictions of such preferences and/or rights~~reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which ~~are fixed by~~ further provisions shall for all purposes have the ~~Charter~~same effect as if set forth at this place. ~~Any such request should be directed to the Corporate Secretary of the Company~~* Include only if a Global Unit. ~~The shares of capital stock of the Company have been~~ ** Include only if not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxGlobal Unit.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A Preferred Stock~~ Capital Securities Certificate) ~~Signature Guarantee: 3 3 Signature must~~ The signature(s) should be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting the requirements of the Transfer Agent, which requirements include~~ unions with membership ~~or participation~~ in ~~the Securities Transfer Agents Medallion Program (“STAMP”) or such other “~~an approved signature guarantee medallion program~~” as may be determined by the Transfer Agent in addition to~~), ~~or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended~~pursuant to S.E.C. Rule 17Ad-15. EXHIBIT E-2 THE CAPITAL SECURITIES ~~IDENTIFIED HEREIN~~ EVIDENCED HEREBY AND ANY JUNIOR SUBORDINATED DEBENTURES ISSUABLE IN CONNECTION THEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ PLEDGED OR OTHERWISE ~~DISPOSED OF IN~~ TRANSFERRED EXCEPT (A) BY THE ~~ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION~~ INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND~~ A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE ~~144~~ 144A UNDER THE SECURITIES ACT~~. SUBJECT~~ ) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ~~TERMS~~ SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ~~CONDITIONS~~ (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE ~~AMENDED~~ REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND ~~RESTATED ARTICLES~~ OTHER JURISDICTIONS OF ~~INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (~~THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSUNITED STATES. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS ~~SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER~~ SECURITY AGREES THAT IT WILL ~~DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES~~ COMPLY WITH THE FOREGOING RESTRICTIONS. ~~This letter confirms and acknowledges~~ NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE 1 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THE CAPITAL SECURITIES EVIDENCED HEREBY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE CAPITAL SECURITIES EVIDENCED HEREBY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. THE CAPITAL SECURITIES EVIDENCED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. CERTIFICATE NUMBER NUMBER OF CAPITAL SECURITIES P- ________ LIQUIDATION AMOUNT ______________ CUSIP NO. 743973 AB 5 CERTIFICATE EVIDENCING CAPITAL SECURITIES OF PROVIDIAN CAPITAL I ______% CAPITAL SECURITIES, SERIES A (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) Providian Capital I, a business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that ~~you are~~ ______________________________________________________ (the "Holder") is the registered owner of ~~the number and the class or series of shares of~~ _________________________________ (______________) capital ~~stock~~ securities of the ~~Company listed on Schedule A to this letter. In addition, please be advised that~~ Trust representing an undivided beneficial interest in the ~~Company will furnish without charge to each shareholder~~ assets of the ~~Company who so requests~~ Trust and designated the ~~powers~~Providian Capital I 9.525% Capital Securities, Series A (liquidation amount $1,000 per Capital Security) (the "Capital Securities"). The Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and ~~relative participating, optional or~~ other ~~special rights of each class of stock, or series thereof,~~ terms and provisions of the ~~Company~~ Capital Securities are set forth in, and this certificate and the ~~qualifications~~Capital Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, ~~limitations~~ the Amended and Restated Trust Agreement of the Trust, dated as of February 4, 1997, as the same may be amended from time to time (the "Trust Agreement") including the designation of the terms of Capital Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Providian Bancorp, Inc., a Delaware corporation, and The Bank of New York, as guarantee trustee, dated as of February 4, 1997 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or ~~restrictions~~ registered office. Upon receipt of ~~such preferences and/or rights~~this certificate, ~~which are fixed~~ the Holder is bound by the ~~Charter. Any such request should be directed~~ Trust Agreement and is entitled to the ~~Corporate Secretary~~ benefits thereunder. This Certificate is not valid unless countersigned by the Securities Registrar. WITNESS the facsimile signature of a duly authorized Administrator of the ~~Company~~Trust. Dated: ________________ PROVIDIAN CAPITAL I By:_______________________ Name: Xxxxxx Xxxxxxx Administrator Countersigned: THE BANK OF NEW YORK By: _________________________________________ Securities Registrar ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers _________________ Capital Securities represented by the within Certificate to: (Insert assignee's name) (Insert assignee's social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer said Capital Securities on the books of the Trust. The ~~shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly,~~ agent may ~~not be offered, sold, pledged~~ substitute another to act for him or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Acther. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.______________________________________

Appears in 1 contract

Samples: Trust Agreement (Providian Financial Corp)

Signature. (Signature must conform in all respects to name of holder as ~~your name appears~~ specified on the ~~other side~~ face of ~~this Series A~~ the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. XXXXXXX X-0 FORM OF SERIES C WARRANT CERTIFICATE THE ~~SECURITIES IDENTIFIED HEREIN~~ WARRANTS AND SHARES REPRESENTED BY THIS SERIES C WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR ANY APPLICABLE STATE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST~~ LAW AND MAY NOT BE SOLD OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS~~ AN EXEMPTION THEREFROM UNDER SUCH ~~TRANSACTION~~ ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, (AS AMENDED) BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A COMPLETE AND CORRECT COPY OF WHICH IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ~~THE TERMS~~ CERTAIN MANDATORY REDEMPTION AND ~~CONDITIONS~~ EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ WARRANT AGREEMENT. Certificate No. C-_____ [Date] EXERCISABLE ONLY ON OR BEFORE August 22, 2007 Series C Warrant Certificate This Series C Warrant Certificate (~~THE “COMPANY”~~this "Warrant Certificate") certifies that Creditanstalt-Bankverein ("Creditanstalt"), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ or registered assigns, is the registered holder of 650,000 Warrants (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~the "Warrants") to purchase Common Stock or Convertible Preferred Stock of Uncle B's Bakery, ~~THE “CHARTER”~~Inc., an Iowa corporation (the "Issuer"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Issuer before 5:00 P.M., New York time, on August 22, 2007 (the "Expiration Date"), ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~one (1) fully paid and nonassessable share of the Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to the extent set forth in the Warrant Agreement, ~~DESIGNATIONS~~at a price (the "Exercise Price") of $0.01 per Warrant payable in lawful money of the United States of America, ~~PREFERENCES AND RELATIVE PARTICIPATING~~upon surrender of this Warrant Certificate, ~~OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS~~execution of the annexed Form of Election to Purchase and payment of the Exercise Price at the office of the Issuer at 000 Xxxxxxx Xxxxxx, ~~LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~Xxxxxxxxx, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH~~Iowa 50075, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are or such other address as the Issuer may specify in writing to the registered ~~owner~~ holder of Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times, into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the annexed Form of Notice of Conversion which has been duly completed and signed. The Exercise Price and number of Warrant Shares purchasable upon exercise of the ~~number and~~ Warrants are subject to adjustment prior to the ~~class or series of~~ Expiration Date as set forth in the Warrant Agreement. In no event shall this Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of the ~~Company listed on Schedule A~~ Issuer (other than shares of Non-Attributable Stock) then held or previously held by or currently issuable without restriction to ~~this letter. In addition~~Creditanstalt or its Affiliates would, ~~please be advised that the Company will furnish without charge to each shareholder~~ upon issuance, represent in excess of 24.99% of the ~~Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof,~~ Equity of the ~~Company and~~ Issuer (defined in the ~~qualifications~~Warrant Agreement) unless such shares, ~~limitations or restrictions of such preferences and/or rights~~when issued, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred would constitute Non-Attributable Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in ~~Rule 144A under~~ the ~~Securities Act~~Warrant Agreement). No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date and (except as otherwise provided in the Warrant Agreement) all rights of the registered holders of the Warrants shall cease after 5:00 P.M., New York time, on the Expiration Date. The Issuer may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owners thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), ~~in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on~~ for the purpose of any exercise hereof and ~~in compliance with another exemption from~~ of any distribution to the ~~registration requirements~~ holders hereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the ~~Securities Act~~ Issuer at the Warrant Office by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the Warrant Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of July 12, 1995, (as amended) between the Issuer and ~~based on an Opinion~~ Creditanstalt Corporate Finance, Inc. Said Warrant Agreement is hereby incorporated by reference in and made a part of ~~Counsel if~~ this instrument and is hereby referred to for a description of the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~rights, limitation of rights, obligations, duties and immunities thereunder of the Issuer and the holders.

Appears in 1 contract

Samples: Warrant Agreement (Uncle Bs Bakery Inc)

Signature. (Sign exactly as your name appears on the other side of this Series A [·] Convertible Preferred Stock ~~Certificate~~certificate) Signature Guarantee: ~~3 3~~ * Signature must be guaranteed by an “eligible guarantor institution” ~~that is~~ (i.e., a bank, stockbroker, savings and loan association or credit ~~union~~ union) meeting the requirements of the Transfer ~~Agent~~Agent and Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent and Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES ~~IDENTIFIED HEREIN~~ REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR THE SECURITIES LAWS OF ANY STATE ~~SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND MAY NOT BE ~~REOFFERED, SOLD, ASSIGNED,~~ TRANSFERRED, ~~PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN ~~THE ABSENCE OF~~ EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR ~~UNLESS~~ SUCH ~~TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~LAWS. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE ~~MORE THAN ONE~~ DIFFERENT CLASSES AND SERIES OF STOCK. THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES OF STOCK ~~OR MORE THAN ONE~~ AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES FOR EACH CLASS AND SERIES OF ~~ANY CLASS~~ STOCK (AND THE ~~COMPANY~~ AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE CLASSES AND SERIES OF STOCK) WILL ~~FURNISH~~ BE FURNISHED WITHOUT CHARGE TO EACH ~~SHAREHOLDER~~ STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF REQUESTS. SUCH ~~PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT~~ REQUEST MUST BE MADE TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK SECRETARY OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYAT ITS PRINCIPAL OFFICE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer ~~Agent~~Agent [ ] , By[ ] Attn: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.[ ]

Appears in 1 contract

Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc)

Signature. ~~as your name appears~~ UNDER PENALTIES OF PERJURY UNDER THE LAWS OF THE UNITED STATES OF AMERICA, I CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS FORMER PARTICIPANT CLAIM FORM IS TRUE, CORRECT, AND COMPLETE AND THAT I SIGNED THIS FORMER PARTICIPANT CLAIM FORM. 1. The Social Security number shown on ~~the other side of~~ this ~~Series A Preferred Stock Certificate~~form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am a U.S. person (including a U.S. resident alien). M M D D Y Y Y Y Participant Signature Date Signed (Required) ~~Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank~~XXXXX XXXXX, ~~stockbroker~~XXXXXX XXXXXXXXXX, ~~savings~~ ) XXXXXXX X. XXXXXXXXX, XXXX ) XXXXXXXX, XXXXXXXXX XXXXXXXX and ~~loan association or credit union meeting the requirements~~ ) XXXXXXX X. XXXXXX, Individually and on ) Behalf of the ~~Transfer Agent~~WakeMed 403(b) Plan and All ) Others Similarly Situated, ~~which requirements include membership or participation in~~ ) vs. ) ) WAKEMED, ) CASE NO. 5:21-CV-00190-D CLASS ACTION [PROPOSED] ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT This litigation arises out of a class action alleging breaches of fiduciary duties and prohibited transactions against defendant WakeMed under the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Employee Retirement Income Security Act of ~~1934~~1974 (ERISA), as amended~~. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933~~, ~~AS AMENDED~~ 29 U.S.C. §1001, et seq., with respect to the management, operation, and administration of the WakeMed Retirement Savings Plan and other WakeMed defined contribution plans (~~THE~~ collectively, the “~~SECURITIES ACT~~Plan”). Defendant denies the allegations, ~~OR ANY STATE SECURITIES LAWS~~claims, and contentions of the Plaintiffs, denies they are liable at all to the Settlement Class, and denies that the Settlement Class or the Plan has suffered any harm or damage for which the Defendant could be held liable. ~~NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED~~By way of background, ~~SOLD~~and as explained in Plaintiffs’ Unopposed Motion for Preliminary Approval of Class Settlement, ~~ASSIGNED~~Class Counsel undertook a thorough investigation of the merits of potential claims on behalf of Plaintiffs and the Settlement Class. These efforts were followed by lengthy negotiations with Defendant, ~~TRANSFERRED~~resulting in a resolution of this dispute achieved before burdening this Court with formal litigation and incurring the attendant costs of doing so. After launching its investigation of potential claims against Defendant at the end of 2019, ~~PLEDGED~~Class Counsel approached Defendant in March 2020, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”issuing a request for Plan-related documents on behalf of Plaintiffs pursuant to ERISA §104(b)(4), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~29 U.S.C. §1024(b)(4). Defendant produced those materials, ~~THE “CHARTER”)~~which Class Counsel incorporated into its ongoing investigation. On August 25, ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~2020, ~~DESIGNATIONS~~Class Counsel notified Defendant by letter that, ~~PREFERENCES AND RELATIVE PARTICIPATING~~as a result of their investigation, ~~OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS~~Class Counsel intended to file suit, ~~LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS~~further explaining the bases for Plaintiffs’ claims and attaching a 38-page, 115-paragraph draft complaint that Plaintiffs intended to file on September 11, 2020. ~~THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~However, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH~~Plaintiffs also inquired whether Defendant was interested in discussing a potential resolution before Plaintiffs initiated formal litigation. 4811-2426-0325.v1 From August 25, ~~THE PROVISIONS OF THE CHARTER~~2020 through December 11, 2020, Class Counsel engaged in numerous discussions with Defendant and its counsel, through multiple telephone calls and written communications. ~~THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE~~Among other things, the Settling Parties discussed the merits of the claims and the strengths and weaknesses of the Settling Parties’ respective positions. ~~IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY~~Through these negotiations, ~~THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10~~Defense Counsel provided Class Counsel with significant additional, nonpublic information about the Plan and its administration, which Defense Counsel referenced in support of its position. These negotiations culminated in Class Counsel providing a written settlement demand to Defendant on December 11, 2020. Defendant responded that, despite disagreeing with the positions set forth in Plaintiffs’ December 11 letter, Defendant was willing to continue discussing a potential pre-suit resolution to avoid the costs and burdens associated with litigation, especially while the health system was dealing with a global pandemic. The Settling Parties thus agreed to engage in a private mediation and, later that same day, identified a mutually agreeable mediator, Xxxxx Xxxxxxxxx, Esq. Xx. Xxxxxxxxx was not available for a mediation until mid- January 2021. On January 21, 2021, ~~THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT~~the Settling Parties engaged in a full-day mediation with Xx. Xxxxxxxxx, ~~FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY~~who is a nationally recognized mediator with substantial experience with ERISA class actions like the one Plaintiffs threatened here. Through this mediation, ~~THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO~~the Settling Parties reached agreement on the monetary terms of a class settlement, ~~OR THAT MIGHT REASONABLY BE EXPECTED TO~~agreeing further to negotiate certain non- monetary terms after the mediation. The Settling Parties continued their negotiations and ultimately reached agreement on all non-monetary terms on January 27, ~~RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY~~2021. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are The Settling Parties then undertook to memorialize the ~~registered owner~~ terms of the ~~number~~ Settlement in a written agreement and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rightsrelated exhibits, which ~~are fixed by~~ required several additional rounds of negotiation before the ~~Charter. Any such request should be directed to~~ Settling Parties and their counsel executed the ~~Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and~~Class Action Settlement Agreement dated April 22, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares 2021 (the “~~Series A Preferred Stock~~Settlement Agreement”) ). Here, Plaintiffs’ Unopposed Motion for Preliminary Approval of ~~Equitrans Midstream Corporation (~~Class Settlement seeks preliminary approval of the ~~“Company”) This Certificate relates to shares~~ settlement of ~~Series A Preferred Stock held by (~~the ~~“Transferor”) in */: ¨ book entry form; or ¨ definitive form~~claims asserted. The ~~Transferor~~ Court has ~~requested~~ considered the ~~Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock~~proposed Settlement. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer For purposes of this ~~Series A Preferred Stock does~~ Order, if not ~~require registration under~~ defined herein, capitalized terms have the ~~Securities Act of 1933 (~~definitions in the ~~“Securities Act”) because */: ¨ such Series A Preferred Stock~~ Settlement Agreement, which is ~~being acquired for~~ incorporated herein by reference. Having reviewed the ~~Transferor’s own account without transfer; ¨ such Series A Preferred Stock~~ Settlement Agreement and the accompanying and supporting papers, it is ~~being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (~~ORDERED as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxfollows.

Appears in 1 contract

Samples: Class Action Settlement Agreement

Signature. (Sign exactly as your name appears on the other side of this ~~Series A~~ Preferred ~~Stock~~ Security Certificate) ~~Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements~~ EXHIBIT F [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 5.05 of the ~~Transfer Agent~~Trust Agreement referred to below) First Union National Bank of Maryland, as Securities Registrar 000 Xxxx Xxxx Xxxxxx Richmond, Virginia 23219 Re: 11 5/8% High Yield Trust Originated Preferred Securities (the "Securities") Reference is made to the Amended and Restated Trust Agreement, dated as of March 12, 1997 (the "Trust Agreement"), among KDSM, Inc., as Depositor, First Union National Bank of Maryland, as Property Trustee, First Union Bank of Delaware, as Delaware Trustee and the Administration Trustees named therein. Terms used herein and defined in the Trust Agreement or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to $______________ aggregate liquidation amount of Securities, which ~~requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined~~ are evidenced by the ~~Transfer Agent~~ following certificate(s) (the "Specified Securities") CUSIP No(s). _________________________ CERTIFICATE No(s). ___________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in ~~addition to, or in substitution for, STAMP, all in accordance with~~ whose name this certificate is executed below (the ~~Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED~~ "Undersigned") hereby certifies that either (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSi) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are it is the ~~registered~~ sole beneficial owner of the ~~number and~~ Specified Securities or (ii) it is acting on behalf of all the ~~class or series of shares of capital stock~~ beneficial owners of the ~~Company listed~~ Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner." If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of "DTC") or an Agent Member in the name of the Undersigned, as or on ~~Schedule A~~ behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to ~~this letter~~a person (the "Transferee") who will take delivery in the form of a Restricted Security. In ~~addition~~connection with such transfer, ~~please be advised that~~ the ~~Company will furnish without charge to each shareholder of the Company who so requests the powers~~Owner hereby certifies that, ~~designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of~~ unless such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except transfer is being effected pursuant to an effective registration statement under the ~~Act~~ Securities Act, it is being effected in accordance with Rule 144A or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration Rule 144 under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and ~~in compliance with another exemption from the registration requirements~~ all applicable securities laws of the ~~Securities Act (~~states of the United States and ~~based on an Opinion of Counsel if~~ other jurisdictions. Accordingly, the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.~~Owner hereby further certifies as:

Appears in 1 contract

Samples: Trust Agreement (Sinclair Broadcast Group Inc)

Signature. ~~as your name appears~~ The Signature Page to this Questionnaire is contained on page F-4, entitled LIMITED LIABILITY COMPANY Signature Page. 1. The undersigned LIMITED LIABILITY COMPANY represents that (a) the information contained in this Questionnaire is complete and accurate and (b) the LIMITED LIABILITY COMPANY will notify Xxxxxx Xxxx, at 000-000-0000 immediately if any material change in any of the information occurs prior to the acceptance of the undersigned LIMITED LIABILITY COMPANY’s subscription and will promptly send Xxxxxx Xxxx written confirmation of such change. 2. The undersigned LIMITED LIABILITY COMPANY hereby represents and warrants that the person signing this Questionnaire on behalf of the LIMITED LIABILITY COMPANY has been duly authorized by all requisite action on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements part of the ~~Transfer Agent, which requirements include membership or participation in~~ LIMITED LIABILITY COMPANY to acquire the Securities ~~Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by~~ and sign this Questionnaire and the ~~Transfer Agent in addition to~~Purchase Agreement on behalf of the LIMITED LIABILITY COMPANY and, ~~or in substitution for~~further, ~~STAMP,~~ that the undersigned LIMITED LIABILITY COMPANY has all ~~in accordance with~~ requisite authority to purchase the Securities ~~Exchange Act~~ and enter into the Purchase Agreement. Dollar Amount of ~~1934, as amended.~~ Securities Applied For Date Name of LIMITED LIABILITY COMPANY By: Name: Title: THE SECURITIES ~~IDENTIFIED HEREIN~~ COMPRISING THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “~~SECURITIES~~ ACT”), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND MAY NOT BE ~~REOFFERED~~OFFERED, ~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE ~~DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR~~ TRANSFERRED UNLESS SUCH ~~TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE~~ SECURITIES ~~IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH~~ ARE INCLUDED IN ~~RULE 144~~ AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~SECURITIES ACT. SUBJECT~~ ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY COUNSEL TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER HAS BEEN DELIVERED TO THE ~~TRANSFER AGENT~~ EFFECT THAT REGISTRATION OF SUCH ~~CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS~~SECURITIES IS NOT REQUIRED. ~~This letter confirms and acknowledges that you are the registered owner~~ As of the ~~number and~~ date hereof, the ~~class or series of~~ Company is authorized to issue 220,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock without par value and 20,000,000 shares of preferred stock without par value. The Company has issued and outstanding 97,000,006 shares of common stock. For its services as placement agent in the Bridge Financing and the Private Offering of common stock of the Company ~~listed on Schedule A to this letter. In addition~~which began in May, ~~please be advised that~~ 2004, the Company ~~will furnish without charge~~ issued ten year warrants to ~~each shareholder~~ purchase 4,500,000 shares of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital common stock of the Company ~~have been not been registered under~~ to Strasbourger. Pursuant to Section 3(d)of the ~~Securities Act and~~Agreement, ~~accordingly~~upon the closing, ~~may not be offered~~the Company will issue the Agent’s Warrants, ~~sold, pledged or otherwise transferred within~~ Subscriber Warrants and the ~~United States or to, or for the account or benefit of, U.S. persons except pursuant~~ Agent’s Shares. The Company has received a loan from MFB Financial (from here forward referred to ~~an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,~~ as ~~Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (~~the “~~Series A Preferred Stock~~Bank”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.):

Appears in 1 contract

Samples: Placement Agency Agreement (Miscor Group, Ltd.)

Signature. (to be executed by an executive officer of purchaser) The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuers pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): Your Signature: (Sign exactly as your name appears on the other side of ~~this Series A Preferred Stock Certificate~~the Note) Signature Guarantee*: ~~3 3~~ * (Signature must be guaranteed by an a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee) [Issuer address block] [Trustee/Registrar address block] Re: [7½ % Senior Notes due 2028]of [Cequel Communications Holdings I, LLC and Cequel Capital Corporation] Reference is hereby made to the Indenture (the “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTIndenture”), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED~~dated as of April 5, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY2018 among Cequel Communications Holdings I, LLC, ~~as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation~~ a Delaware limited liability company (the “Company”), Cequel Capital Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) ~~This Certificate relates~~ and Deutsche Bank Trust Company Americas as trustee (the “Trustee”), and Paying Agent, Transfer Agent, and Registrar. Capitalized terms used but not defined herein shall have the meanings given to ~~shares of Series A Preferred Stock held by~~ them in the Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in */: ¨ book entry form; such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or ~~¨ definitive form. The Transferor has requested~~ interests (the ~~Transfer Agent by written order~~ “Transfer”), to ~~exchange or register~~ (the ~~transfer of Series~~ “Transferee”), as further specified in Annex A ~~Preferred Stock~~hereto. In connection with ~~such request and in respect of such Series A Preferred Stock~~the Transfer, the Transferor ~~does~~ hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.certifies that:

Appears in 1 contract

Samples: Indenture (Altice USA, Inc.)

Signature. as your name appears on the other side of this ~~Series A Preferred Stock~~ Capital Security Certificate) ~~Signature Guarantee: 3 3 Signature must~~ The signature(s) should be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting~~ unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 50 EXHIBIT C LETTER OF REPRESENTATIONS EXHIBIT D THIS CERTIFICATE IS NOT TRANSFERABLE Certificate Number: Number of Common Securities: Certificate Evidencing Common Securities of DELPHI FUNDING, L.L.C. ___% Common Securities (Liquidation Amount $1,000 per Common Security) Delphi Funding, L.L.C., a limited liability company created under the ~~requirements~~ laws of the ~~Transfer Agent, which requirements include membership or participation in~~ State of Delaware (the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"Company"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION hereby certifies that_________________ (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthe "Holder") THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of ~~the number and the class or series of shares of capital stock~~ ______ common securities of the Company ~~listed on Schedule A to this letter~~representing limited liability company interests in the Company and designated the ___% Common Securities (Liquidation Amount $1,000 per Common Security) (the "Common Securities"). In ~~addition~~accordance with Section 5.10 of the Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, ~~please~~ rights, privileges, restrictions, preferences, obligations and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be ~~advised that~~ subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of March 1, 1997, as the same may be amended from time to time (the "Agreement") including the designation of the terms of the Common Securities as set forth therein. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to ~~each shareholder of~~ the Company ~~who so requests~~ at its principal place of business or registered office. Upon receipt of this certificate, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed Holder is bound by the ~~Charter. Any such request should be directed~~ Agreement and is entitled to the ~~Corporate Secretary~~ benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee Agreement entered into by Delphi Financial Group, Inc., a Delaware corporation ("Group"), and Wilmington Trust Company~~. The shares of capital stock of the Company have been not been registered under the Securities Act and~~, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCa Delaware banking corporation ("Wilmington Trust Company"), as ~~Transfer Agent~~guarantee trustee, ~~By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares~~ dated as of March 1, 1997 and (ii) the ~~“Series A Preferred Stock”)~~ Indenture entered into by Group and Wilmington Trust Company, as trustee, dated as of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred StockMarch 1, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box1997.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Delphi Financial Group Inc/De)

Signature. ~~as your name appears on~~ EXHIBIT C INVESTMENT ADVISERS ALL PORTFOLIOS BEA Associates EXHIBIT D APPROVED FOREIGN SUB-CUSTODIANS AND SECURITIES DEPOSITORIES ALL PORTFOLIOS FOREIGN SUB-CUSTODIAN COUNTRY(IES) SECURITIES DEPOSITORIES EXHIBIT E CUSTODY FEES AND TRANSACTION CHARGES (XXX XXXX-SHORT MARKET NEUTRAL FUND) DOMESTIC FEES. Assets maintained by the ~~other side of this Series A Preferred Stock Certificate~~XXX Xxxx-Short Market Neutral Fund ("Portfolio One") Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the ~~Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program”~~ United States are hereinafter referred to as ~~may be determined by the Transfer Agent in addition to~~"Domestic Assets". FOR PURPOSES OF CALCULATING THE ANNUAL FEE HEREINAFTER PROVIDED FOR AND CHARGING THE TRANSACTION FEES HEREINAFTER PROVIDED FOR, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF ALL DOMESTIC ASSETS HELD IN THE ~~ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT~~ ACCOUNT ESTABLISHED PURSUANT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF CUSTODY ACCOUNT AMONG THE COMPANY, ~~THEN BY ACCEPTANCE HEREOF~~ CUSTODIAN AND ~~ONLY UNTIL APRIL 10~~BEAR XXXXXXX, ~~2021~~DATED AS OF MAY __, 1998, SHALL BE DEEMED TO BE HELD IN THE ~~HOLDER~~ CUSTODY ACCOUNT OF PORTFOLIO ONE UNDER THIS AGREEMENT AND ALL TRANSACTIONS IN SUCH DOMESTIC ASSETS SHALL BE DEEMED TO HAVE ~~AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE~~ OCCURRED IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYSUCH CUSTODY ACCOUNT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are Portfolio One shall pay Custodian the ~~registered owner of the number~~ following fees for Domestic Assets and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within following charges for transactions in the United ~~States or to~~States, ~~or for the account or benefit of, U.S. persons except pursuant~~ all such fees and charges to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.be payable monthly:

Appears in 1 contract

Samples: Custody Agreement (RBB Fund Inc)

Signature. (Signature must conform in all respects to name of holder as ~~your name appears~~ specified on the ~~other side~~ face of ~~this Series A~~ the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. XXXXXXX X-0 FORM OF SERIES B WARRANT CERTIFICATE THE ~~SECURITIES IDENTIFIED HEREIN~~ WARRANTS AND SHARES REPRESENTED BY THIS SERIES B WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR ANY APPLICABLE STATE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST~~ LAW AND MAY NOT BE SOLD OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS~~ AN EXEMPTION THEREFROM UNDER SUCH ~~TRANSACTION~~ ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, (AS AMENDED) BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A COMPLETE AND CORRECT COPY OF WHICH IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ~~THE TERMS~~ CERTAIN MANDATORY REDEMPTION AND ~~CONDITIONS~~ EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ WARRANT AGREEMENT. Certificate No. B-_____ [Date] EXERCISABLE ONLY ON OR BEFORE November 15, 2006 Series B Warrant Certificate This Series B Warrant Certificate (~~THE “COMPANY”~~this "Warrant Certificate") certifies that Creditanstalt-Bankverein ("Creditanstalt"), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ or registered assigns, is the registered holder of 205,000 Warrants (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~the "Warrants") to purchase Common Stock or Convertible Preferred Stock of Uncle B's Bakery, ~~THE “CHARTER”~~Inc., an Iowa corporation (the "Issuer"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Issuer before 5:00 P.M., New York time, on November 15, 2006 (the "Expiration Date"), ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~one (1) fully paid and nonassessable share of the Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to the extent set forth in the Warrant Agreement, ~~DESIGNATIONS~~at a price (the "Exercise Price") of $0.01 per Warrant payable in lawful money of the United States of America, ~~PREFERENCES AND RELATIVE PARTICIPATING~~upon surrender of this Warrant Certificate, ~~OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS~~execution of the annexed Form of Election to Purchase and payment of the Exercise Price at the office of the Issuer at 000 Xxxxxxx Xxxxxx, ~~LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~Xxxxxxxxx, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH~~Iowa 50075, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are or such other address as the Issuer may specify in writing to the registered ~~owner~~ holder of Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times, into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the annexed Form of Notice of Conversion which has been duly completed and signed. The Exercise Price and number of Warrant Shares purchasable upon exercise of the ~~number and~~ Warrants are subject to adjustment prior to the ~~class or series of~~ Expiration Date as set forth in the Warrant Agreement. In no event shall this Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of the ~~Company listed on Schedule A~~ Issuer (other than shares of Non-Attributable Stock) then held or previously held by or currently issuable without restriction to ~~this letter. In addition~~Creditanstalt or its Affiliates would, ~~please be advised that the Company will furnish without charge to each shareholder~~ upon issuance, represent in excess of 24.99% of the ~~Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof,~~ Equity of the ~~Company and~~ Issuer (defined in the ~~qualifications~~Warrant Agreement) unless such shares, ~~limitations or restrictions of such preferences and/or rights~~when issued, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred would constitute Non-Attributable Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in ~~Rule 144A under~~ the ~~Securities Act~~Warrant Agreement). No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date and (except as otherwise provided in the Warrant Agreement) all rights of the registered holders of the Warrants shall cease after 5:00 P.M., New York time, on the Expiration Date. The Issuer may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owners thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), ~~in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on~~ for the purpose of any exercise hereof and ~~in compliance with another exemption from~~ of any distribution to the ~~registration requirements~~ holders hereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the ~~Securities Act~~ Issuer at the Warrant Office by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the Warrant Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of July 12, 1995, (as amended) between the Issuer and ~~based on an Opinion~~ Creditanstalt Corporate Finance, Inc. Said Warrant Agreement is hereby incorporated by reference in and made a part of ~~Counsel if~~ this instrument and is hereby referred to for a description of the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~rights, limitation of rights, obligations, duties and immunities thereunder of the Issuer and the holders.

Appears in 1 contract

Samples: Warrant Agreement (Uncle Bs Bakery Inc)

Signature. (Sign exactly as your name appears on the other side of this Series A [·] Convertible Preferred Stock ~~Certificate~~certificate) ~~Signature Guarantee: 3 3~~ * Signature must be guaranteed by an “eligible guarantor institution” ~~that is~~ (i.e., a bank, stockbroker, savings and loan association or credit ~~union~~ union) meeting the requirements of the Transfer ~~Agent~~Agent and Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent and Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES ~~IDENTIFIED HEREIN~~ REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR THE SECURITIES LAWS OF ANY STATE ~~SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND MAY NOT BE ~~REOFFERED, SOLD, ASSIGNED,~~ TRANSFERRED, ~~PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN ~~THE ABSENCE OF~~ EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR ~~UNLESS~~ SUCH ~~TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~LAWS. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE ~~MORE THAN ONE~~ DIFFERENT CLASSES AND SERIES OF STOCK. THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES OF STOCK ~~OR MORE THAN ONE~~ AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES FOR EACH CLASS AND SERIES OF ~~ANY CLASS~~ STOCK (AND THE ~~COMPANY~~ AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE CLASSES AND SERIES OF STOCK) WILL ~~FURNISH~~ BE FURNISHED WITHOUT CHARGE TO EACH ~~SHAREHOLDER~~ STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF REQUESTS. SUCH ~~PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT~~ REQUEST MUST BE MADE TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK SECRETARY OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYAT ITS PRINCIPAL OFFICE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer ~~Agent~~Agent [ ] , By[ ] Attn: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.[ ]

Appears in 1 contract

Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc)

Signature. ~~as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3~~ (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) The undersigned represents and warrants that it is purchasing this certificated Note for its own account or an ~~“eligible guarantor institution”~~ account with respect to which it exercises sole investment discretion and that it and any such account is a ~~bank, stockbroker, savings and loan association or credit union meeting~~ “qualified institutional buyer” within the ~~requirements~~ meaning of ~~the Transfer Agent, which requirements include membership or participation in~~ Rule 144A under the Securities ~~Transfer Agents~~ Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer Signature Guarantee: (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program ~~(“STAMP”~~or other signature guarantor program reasonably acceptable to the Trustee) Principal Amount of this Global Signature of authorized Date of Amount of decrease in Principal Amount of increase in Principal Note following such decrease or ~~such other “signature guarantee program” as may be determined by the Transfer Agent in addition to,~~ signatory of Trustee or ~~in substitution for, STAMP, all in accordance with the~~ Exchange Amount of this Global Note Amount of this Global Note increase Securities ~~Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE~~ Custodian THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE ~~SECURITIES LAWS~~OR OTHER JURISDICTION. NEITHER ~~THESE SECURITIES~~ THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE ~~FOREGOING~~ HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED ~~AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN~~ UPON THE REQUEST OF THE HOLDER AFTER THE ~~EXPIRATION~~ RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF ~~THE APPLICABLE HOLDING PERIOD~~ A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH ~~RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144~~ REGULATION S UNDER THE SECURITIES ACT. ~~SUBJECT~~ UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ~~TERMS~~ COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ~~CONDITIONS~~ ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (~~INDENTURE REFERRED TO ON THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxREVERSE HEREOF.

Appears in 1 contract

Samples: Security Agreement (Reliance Steel & Aluminum Co)

Signature. as your name appears on the other side of this ~~Series A~~ Preferred ~~Stock~~ Security Certificate) ~~Signature Guarantee: 3 3 Signature must~~ The signature(s) should be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting~~ unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17 Ad-15. EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT LIQUIDATION AMOUNT OF CERTIFICATE NUMBER COMMON SECURITIES Certificate Evidencing Common Securities of BancorpSouth Capital Trust III Common Securities (Liquidation Amount $25.00 per Common Security) BancorpSouth Capital Trust III, a statutory business trust created under the ~~requirements~~ laws of the ~~Transfer Agent~~State of Delaware (the "Trust"), ~~which requirements include membership or participation~~ hereby certifies that BancorpSouth, Inc. (the "Holder") is the registered owner of [ ] ( ) common securities of the Trust representing common, beneficial interests of the Trust and designated the Common Securities of the Trust (Liquidation Amount $25.00 per Common Security) (the "Common Securities"). Except as provided in Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Second Amended and Restated Trust Agreement of the Trust dated as of [ ], as the same may be amended from time to time (the "Trust Agreement") among BancorpSouth, Inc., as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Common Securities ~~Transfer Agents Medallion Program (“STAMP”)~~ as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or ~~such other “signature guarantee program” as may~~ registered office. Terms used but not defined herein have the meanings set forth in the Trust Agreement. The Trust Agreement and this Common Security shall be ~~determined~~ governed by ~~the Transfer Agent in addition to, or in substitution for, STAMP, all~~ and construed in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner laws of the ~~number and~~ State of Delaware without regard to conflicts of laws principles thereof. Upon receipt of this certificate, the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed Holder is bound by the ~~Charter. Any such request should be directed~~ Trust Agreement and is entitled to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxbenefits thereunder.

Appears in 1 contract

Samples: Trust Agreement (Bancorpsouth Inc)

Signature. ~~as your name appears on the other side~~ Date: -------------------- Signature Guaranteed: ------------------- EXHIBIT B [Form of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements Mandatory Exercise Notice] (To Be Executed Upon Mandatory Exercise Of All Warrants Pursuant to Section 5 of the ~~Transfer Agent~~Warrant Agreement) To: [Insert Name of Registered Holder] Re: [Insert Registration No(s). of Warrant Certificate(s) Registered in Name of Above-Mentioned Registered Holder] Reference is made to the Warrant Agreement, ~~which requirements include membership~~ dated November 25, 1998, ( as amended or ~~participation~~ otherwise modified, "Warrant Agreement"), between the undersigned and the purchaser party thereto. Unless otherwise defined, capitalized terms used herein have the meanings provided therefor in the ~~Securities Transfer Agents Medallion Program~~ Warrant Agreement. Pursuant to Section 5 of the Warrant Agreement, the undersigned hereby elects to cause a Mandatory Exercise of all (~~“STAMP”~~but not less than all) ~~or such other “signature guarantee program”~~ Warrants outstanding as ~~may be determined by~~ of the ~~Transfer Agent in addition to,~~ date hereof and issued pursuant to or in ~~substitution for~~connection with the Warrant Agreement or the Securities Purchase Agreement. Accordingly, ~~STAMP~~upon tender of all Warrant Certificates held by you and payment in the amount of $_____________, you shall be entitled to receive ______ shares of Common Stock, all in accordance with the ~~Securities Exchange Act~~ terms hereof and the Warrant Agreement. Certificates for such shares of ~~1934~~Common Stock to be issued as a result of the Mandatory Exercise contemplated hereby shall be issued upon tender of the Warrant Certificate(s) and Exercise Price, as ~~amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933~~set forth above, ~~AS AMENDED (THE “SECURITIES ACT”~~and such certificates for Common Stock shall be registered in the name of such Person(s) at such address(es), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”and shall be delivered by us to such Person(s) at such address(es), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~as you shall instruct us in writing. You are hereby notified that, ~~THE “CHARTER”)~~pursuant to Section 5 of the Warrant Agreement, THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are entitled to elect the ~~registered owner~~ form of payment of the ~~number and the class or series of shares of capital stock~~ Exercise Price for your Warrants being exercised as a result of the ~~Company listed on Schedule A~~ Mandatory Exercise hereunder; provided that, if no such election is made by you within five Business Days following the Mandatory Exercise Date, you shall be deemed to ~~this letter. In addition, please be advised that the Company will furnish without charge~~ have elected to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of pay such ~~preferences and/or rights, which are fixed~~ Exercise Price by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to tendering Warrants having a ~~qualified institutional buyer~~ fair market value (as defined in ~~Rule 144A under~~ the ~~Securities Act),~~ Warrant Agreement) equal to such Exercise Price. You shall also have the right to object to join any calculation set forth above in ~~reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements~~ respect of the ~~Securities Act (~~Exercise Price or the number of shares of Common Stock issuable upon exercise of your Warrants, and ~~based~~ no such calculation shall be binding on ~~an Opinion of Counsel if~~ you until you and the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~undersigned shall have mutually agreed thereto.

Appears in 1 contract

Samples: Warrant Agreement (Unidigital Inc)

Signature. ABR Reinsurance LTD. as ~~your name appears~~ a Lender By: BlackRock Financial Management Inc., Its Investment Manager By: /s/ Rxx Xxxxxx Name: Rxx Xxxxxx Title: Authorized Signatory I. Election [Check ONLY ONE of the two boxes below]: x CASHLESS SETTLEMENT OPTION: By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount. ¨ ASSIGNMENT SETTLEMENT OPTION: By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the ~~other side of this Series A Preferred Stock Certificate~~Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) ~~Signature Guarantee~~in an equal principal amount post-closing. II. Signature: ~~3 3 Signature must be guaranteed by an “eligible guarantor institution” that is~~ ACE Property & Casualty Insurance Company as a ~~bank~~Lender By: BlackRock Financial Management Inc., ~~stockbroker, savings and loan association or credit union meeting the requirements~~ Its Investment Manager By: /s/ Rxx Xxxxxx Name: Rxx Xxxxxx Title: Authorized Signatory I. Election [Check ONLY ONE of the ~~Transfer Agent~~two boxes below]: x CASHLESS SETTLEMENT OPTION: By checking this box, ~~which requirements include membership or participation in~~ the ~~Securities Transfer Agents Medallion Program~~ undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (~~“STAMP”~~on a cashless basis) 100% of the outstanding principal amount of its Existing Tranche B Term Loans (or such ~~other “signature guarantee program” as may be determined~~ lesser amount allocated to such Tranche B Term Lender by the ~~Transfer Agent~~ Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in ~~addition to~~an equal principal amount. ¨ ASSIGNMENT SETTLEMENT OPTION: By checking this box, ~~or in substitution for, STAMP, all in accordance with~~ the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of the ~~number and the class or series of shares of capital stock~~ outstanding principal amount of the ~~Company listed~~ Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on ~~Schedule A~~ the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to ~~this letter~~purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing. II. ~~In addition~~Signature: Name of Institution: AIB Debt Management Limited By: /s/ Exxxx Xxxxxxxxx Name: Exxxx Xxxxxxxxx Title: Vice President Investment Advisor to AIB Debt Management, ~~please be advised that the Company will furnish without charge~~ Limited By: /s/ Pxxxxx XxXxxxx Name: Pxxxxx XxXxxxx Title: Assistant Vice President Investment Manager to ~~each shareholder~~ AIB Debt Management, Limited I. Election [Check ONLY ONE of the ~~Company who so requests~~ two boxes below]: x CASHLESS SETTLEMENT OPTION: By checking this box, the ~~powers, designations, preferences~~ undersigned Tranche B Term Lender hereby consents to the Amendment and ~~relative participating, optional or other special rights of each class of stock, or series thereof,~~ agrees to exchange (on a cashless basis) 100% of the ~~Company and the qualifications, limitations~~ outstanding principal amount of its Existing Tranche B Term Loans (or ~~restrictions of~~ such ~~preferences and/or rights, which are fixed~~ lesser amount allocated to such Tranche B Term Lender by the ~~Charter~~Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount. ~~Any such request should be directed~~ ¨ ASSIGNMENT SETTLEMENT OPTION: By checking this box, the undersigned Tranche B Term Lender hereby agrees to ~~the Corporate Secretary~~ have an amount equal to 100% of the ~~Company. The shares of capital stock~~ outstanding principal amount of the ~~Company have been not been registered~~ Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the ~~Securities Act and~~Credit Agreement (as amended by the Seventh Amendment) in an equal principal amount post-closing. II. Signature: AJ BB Loan Fund 2018 as a Lender By: Apollo Capital Management, ~~accordingly~~L.P, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANYits investment manager By: Apollo Capital Management GP, LLC, ~~as Transfer Agent,~~ its general partner By: ~~Authorized Signatory Re~~/s/ Lxxxxx Xxxxxx Name: ~~Series A Perpetual Convertible Preferred Shares~~ Lxxxxx Xxxxxx Title: Vice President I. Election [Check ONLY ONE of the two boxes below]: x CASHLESS SETTLEMENT OPTION: By checking this box, the undersigned Tranche B Term Lender hereby consents to the Amendment and agrees to exchange (on a cashless basis) 100% of the ~~“Series A Preferred Stock”~~outstanding principal amount of its Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the Administrative Agent) for Exchanged Refinancing Tranche B Term Loans in an equal principal amount. ¨ ASSIGNMENT SETTLEMENT OPTION: By checking this box, the undersigned Tranche B Term Lender hereby agrees to have an amount equal to 100% of ~~Equitrans Midstream Corporation~~ the outstanding principal amount of the Existing Tranche B Term Loans (or such lesser amount allocated to such Tranche B Term Lender by the ~~“Company”~~Administrative Agent) ~~This Certificate relates to shares of Series A Preferred Stock~~ held by such Tranche B Term Lender on the Seventh Amendment Effective Date prepaid on the Seventh Amendment Effective Date and to purchase by assignment New Refinancing Tranche B Term Loans under the Credit Agreement (as amended by the ~~“Transferor”~~Seventh Amendment) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the abovean equal principal amount post-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxclosing.

Appears in 1 contract

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)

Signature. ~~as your name appears on the other side of this Series A Preferred Stock Certificate)~~ Signature ~~Guarantee~~Guaranteed: ~~3 3~~ (Signature must be guaranteed by an “eligible guarantor ~~institution” that is~~ institution (a bank, stockbroker, savings and loan association or credit union ~~meeting the requirements of the Transfer Agent, which requirements include~~ with membership ~~or participation~~ in ~~the Securities Transfer Agents Medallion Program (“STAMP”) or such other “~~an approved signature guarantee medallion program~~” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with~~ ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.) NOTICE Each signature to the foregoing Form of Assignment, the Form of Election to Purchase, and the related Certificates, as ~~amended~~the case may be, must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. ~~THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED~~ If the Certificate set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed and signed, the Company and the Rights Agent will deem the Rights evidenced by this Right Certificate to be void as provided in Section 11(a)(iii) of the Rights Agreement and such Form of Assignment or Form of Election to Purchase will not be honored. EXHIBIT C UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS CERTAIN CIRCUMSTANCES SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”)~~RIGHTS AGREEMENT, ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ RIGHTS HELD BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS ~~FURTHER AMENDED~~ SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ~~RESTATED FROM TIME TO TIME~~CERTAIN TRANSFEREES THEREOF, ~~THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK~~ WHETHER CURRENTLY HELD BY OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS ON BEHALF OF SUCH ~~PREFERENCES AND/~~PERSON OR ~~RIGHTS~~BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. ~~THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~SALTON, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS~~ INC. SUMMARY OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.STOCKHOLDER RIGHTS AGREEMENT

Appears in 1 contract

Samples: Rights Agreement (Salton Inc)

Signature. ~~as your name appears~~ The above information is true and correct. The undersigned recognizes that the Company and its counsel are relying on the ~~other side~~ truth and accuracy of ~~this Series A Preferred Stock Certificate~~such information in reliance on the exemption contained in Subsection 4(2) ~~Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements~~ of the ~~Transfer Agent, which requirements include membership or participation in the~~ Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of ~~1934~~1933, as amended, and Regulation D promulgated thereunder. The undersigned agrees to notify the Company promptly of any changes in the foregoing information, which may occur prior to the investment. Executed at , on , 2007 (Signature) NEITHER THESE SECURITIES NOR THE SECURITIES ~~IDENTIFIED HEREIN~~ ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE ~~NOT~~ BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ~~ANY STATE~~ SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST~~ ACT OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT~~ PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, ~~REGISTRATION.~~ THE ~~FOREGOING LEGEND WILL BE REMOVED~~ REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A ~~NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT~~ LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES ~~IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER~~ AND THE SECURITIES ~~ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES~~ ISSUABLE UPON EXERCISE OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE THESE SECURITIES ~~IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL~~ MAY BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. PLEDGED IN CONNECTION WITH ~~ANY TRANSFER~~A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. Warrant No. [ ] Date of Original Issuance: ______ Brooke Corporation, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation a Kansas corporation (the “Company”~~) This Certificate relates to shares of Series A Preferred Stock held by~~ ), hereby certifies that, for value received, or its registered assigns (the “~~Transferor~~Holder”~~) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested~~ ), is entitled to purchase from the ~~Transfer Agent by written order~~ Company up to ~~exchange or register the transfer~~ a total of ~~Series A Preferred Stock. In connection with such request and in respect~~ [ ] shares of ~~such Series A Preferred Stock~~common stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 $0.01 par value per share (the “~~Securities Act~~Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) ~~because */: ¨ such Series A Preferred Stock is being acquired for~~ at an exercise price equal to $16.20 per share (as adjusted from time to time as provided in Section 9, the ~~Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred~~ “Exercise Price”), at any time and from time to time through and including the ~~Company; ¨ such Series A Preferred Stock is being transferred~~ earlier to ~~a qualified institutional buyer~~ occur of (a) the Call Event Expiration Date (as defined ~~in Rule 144A under~~ below) and (b) June 28, 2012 (the ~~Securities Act~~earlier to occur of (a) and (b), ~~in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on~~ the “Expiration Date”), and ~~in compliance with another exemption from~~ subject to the ~~registration requirements of the Securities Act (~~following terms and ~~based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.~~conditions:

Appears in 1 contract

Samples: Securities Purchase Agreement (Brooke Corp)

Signature. (Sign exactly as your name appears on the ~~other side~~ face of ~~this Series A Preferred Stock~~ any Certificated Warrant Certificate) (Street Address) (City) (State) (Zip Code) Signature ~~Guarantee~~Guaranteed by: ~~3 3 Signature~~ Signatures must be guaranteed by an “eligible guarantor institution” ~~that is a bank, stockbroker, savings and loan association or credit union~~ meeting the requirements of the ~~Transfer Agent~~Registrar, which requirements include membership or participation in the ~~Securities~~ Security Transfer ~~Agents~~ Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the ~~Transfer Agent~~ Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the form below: I or we assign and transfer this Warrant to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Warrant on the books of the Company. The agent may substitute another to act for him. Date: , Your Signature: (Sign exactly as your name appears on the face of any Certificated Warrant Certificate) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Date: , Exhibit B [RESTRICTED COMMON STOCK LEGEND] Any Warrant exercised for Common Stock shall cause the Common Stock issued upon exercise of such Warrant to bear the legend set forth in the following paragraph: “THE ~~SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED~~ SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ~~THE~~ XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ AND THE SECURITY EVIDENCED HEREBY MAY NOT BE ~~REOFFERED~~OFFERED, ~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ SOLD OR OTHERWISE ~~DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~AN APPLICABLE EXEMPTION THEREFROM. THE ~~FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST~~ HOLDER OF THE ~~HOLDER AFTER~~ SECURITY EVIDENCED HEREBY AGREES FOR THE ~~EXPIRATION~~ BENEFIT OF THE ~~APPLICABLE HOLDING PERIOD WITH RESPECT~~ COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) TO ~~RESTRICTED SECURITIES SET FORTH~~ A PERSON WHO IS NOT ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT~~. SUBJECT~~ ) NOR ACTING ON OUR BEHALF (a) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT OR (b) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE ~~TERMS~~ COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND ~~CONDITIONS~~ (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN ~~THE AMENDED AND RESTATED ARTICLES~~ CLAUSE (A) ABOVE.” Exhibit C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF ~~INCORPORATION~~ TRANSFER OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory WARRANTS Re: ~~Series A Perpetual Convertible Preferred Shares~~ Warrants to Purchase Common Stock (the “~~Series A Preferred Stock~~Warrants”) of ~~Equitrans Midstream Corporation (the “Company”)~~ Xxx Enterprises, Incorporated This Certificate relates to ~~shares of Series A Preferred Stock~~ Warrants held by (the “Transferor”~~) in */: ¨ book entry form; or ¨ definitive form~~). The Transferor has requested the ~~Transfer~~ Warrant Agent by written order to exchange or register the transfer of ~~Series A Preferred Stock~~a Warrant or Warrants. In connection with such request and in respect of each such ~~Series A Preferred Stock~~Warrant, the Transferor ~~does~~ hereby ~~certify~~ certifies that the Transferor is familiar with the ~~Certificate~~ Warrant Agreement dated as of ~~Designations~~ March 31, 2014, between Xxx Enterprises, Incorporated, a Delaware corporation, and Xxxxx Fargo Bank, National Association, as warrant agent (the “Warrant Agreement”), relating to the ~~above-~~above captioned ~~Series A Preferred Stock~~ Warrants and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the transfer of this ~~Series A Preferred Stock~~ Warrant does not require registration under the Securities Act of ~~1933~~ 1933, as amended (the “~~Securities~~ Act”) ~~because */:~~ and is otherwise in compliance with Section 6 of the Warrant Agreement, because:* ¨ ~~such Series A Preferred Stock~~ Such Warrant is being acquired for the Transferor’s own ~~account~~ account, without ~~transfer;~~ transfer (in satisfaction of Section 6(a)(y)(A) of the Warrant Agreement). ¨ ~~such Series A Preferred Stock~~ Such Warrant is being transferred to an institutional accredited investor within the ~~Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer~~ meaning of subparagraph (~~as defined in~~ a)(1), (a)(2), (a)(3) or (a)(7) of Rule ~~144A~~ 501 under the Securities Act), . An opinion of counsel to the effect that such transfer does not require registration under the Act accompanies this Certificate and the transferee has provided a letter of representation in ~~reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred~~ the form set forth in ~~reliance on and in compliance with another exemption from~~ Exhibit D to the ~~registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests)~~Warrant Agreement. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check * Check the applicable ~~box.~~box Exhibit D [Form of Transferee Letter of Representation in Connection with Transfers to Institutional Accredited Investors] Xxxxx Fargo Shareowner Services 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxxxx, XX 00000 Ladies and Gentlemen: In connection with our proposed purchase of warrants to purchase Common Stock, par value $0.01 per share (the “Securities”), of Xxx Enterprises, Incorporated (the “Company”), we confirm that:

Appears in 1 contract

Samples: Warrant Agreement

Signature. ~~as your name appears on~~ THE UNDERSIGNED CERTIFIES THAT THE INFORMATION CONTAINED IN THIS APPLICATION AND ENROLLMENT FORM IS TRUE AND CORRECT AND AUTHORIZES VFS US LLC, ITS AFFILIATES SUBSIDIARIES, ASSIGNS AND SERVICE PROVIDERS (the ~~other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an~~ “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMPPSF PARTIES”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedOR PERSON TO WHOM THIS APPLICATION IS MADE AND ANY CREDIT BUREAU OR INVESTIGATIVE AGENCY TO INVESTIGATE THE INFORMATION CONTAINED WITHIN THIS APPLICATION AND OBTAIN INFORMATION ABOUT THE ACCOUNTS AND CREDIT EXPERIENCE OF THE UNDERSIGNED. THE ~~SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER~~ UNDERSIGNED AUTHORIZES ALL PARTIES CONTACTED TO RELEASE CREDIT AND FINANCIAL INFORMATION REQUESTED AS A PART OF SAID INVESTIGATION. THE ~~SECURITIES ACT~~ PSF PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE MAY ALSO DISCLOSE INFORMATION ABOUT THE UNDERSIGNED TO DEALERSHIPS, OTHER DEALERS, OTHER LENDERS AND CREDIT BUREAUS AND OTHER PERSONS INCLUDING ENTITIES AFFILIATED AND ASSOCIATED WITH THE PSF PARTIES. THIS SHALL BE CONTINUING AUTHORIZATION FOR ALL PRESENT AND FUTURE INQUIRIES AND DISCLOSURES OF ~~1933, AS AMENDED (~~ACCOUNT INFORMATION AND CREDIT EXPERIENCE ON THE ~~“SECURITIES ACT”),~~ UNDERSIGNED MADE BY THE PSF PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE OR ANY ~~STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF~~ PERSON REQUESTED TO RELEASE SUCH ~~REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~INFORMATION. THE ~~FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ UNDERSIGNED AGREES THAT THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES PSF PARTIES MAY PROCESS DATA AND/OR ~~RIGHTS~~INFORMATION IN ANY COUNTRY WHERE PARTIES MAY HAVE A PRESENCE. THE ~~SHARES EVIDENCED BY~~ UNDERSIGNED CERTIFIES THAT THE OWNERSHIP INFORMATION PROVIDED WITH THIS ~~NOTICE~~ APPLICATION IS ACCURATE AND COMPLETE AND THAT NEITHER THE UNDERSIGNED NOR ANY OF THE UNDERSIGNED’S DIRECT OR INDIRECT OWNERS ARE SUBJECT TO ~~THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS~~ ANY PROHIBITIONS UNDER ANY REGULATION OR ORDERS OF THE ~~CHARTER~~U.S. DEPT. OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL UNDERSIGNED ALSO CERTIFIES THAT THEY DO NOT ~~DIRECTLY OR INDIRECTLY~~ ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, TRANSACTIONS PROHIBITED BY ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxLAWS.

Appears in 1 contract

Samples: Accountholder Application and Agreement

Signature. ~~as your name appears on~~ 如果雙方理解並同意以上條款，請在本合同簽章處簽署。本合同在雙方簽署後立即生效。 If both parties understand and agree to the ~~other side~~ above terms, please sign at the designated place in this Agreement. This Agreement shall take effect immediately upon the signatures of ~~this Series A Preferred Stock Certificate)~~ both parties. （以下為簽署頁） The following is the signature page 授权代表: Authorized Representative: 签字/ Signature ~~Guarantee~~_______________________________ 签署日期： 2024年月日 Date of Signing: ~~3 3~~ 2024 Party B: Tokyo Bay Management Inc. 授权代表: Authorized Representative: 签字/ Signature ~~must be guaranteed by an “eligible guarantor institution” that is a bank~~_______________________________ 签署日期： 2024年月日 Date of Signing: , stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 2024 NEITHER THIS SECURITY NOR THE SECURITIES ~~IDENTIFIED HEREIN~~ FOR WHICH THIS SECURITY IS EXERCISABLE HAVE ~~NOT~~ BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ~~ANY STATE~~ SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST~~ ACT OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT~~ PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, ~~REGISTRATION.~~ THE ~~FOREGOING LEGEND WILL BE REMOVED~~ REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A ~~NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT~~ LEGAL OPINION OF COUNSEL TO THE ~~SECURITIES IDENTIFIED HEREIN UPON~~ TRANSFEROR TO SUCH EFFECT, THE ~~REQUEST~~ SUBSTANCE OF ~~THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT~~ WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ~~TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ COMPANY. Warrant Shares: 450,000 Initial Exercise Date: December 25, 2024 THIS ORDINARY SHARE PURCHASE WARRANT (~~THE~~ the “~~COMPANY~~Warrant”) certifies that, for value received, Tokyo Bay Management Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to December 25, 2029 (the “Termination Date”), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~but not thereafter, ~~THE “CHARTER”)~~to subscribe for and purchase from Prestige Wealth Inc., THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are an exempted company incorporated in the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation Cayman Islands (the “Company”~~) This Certificate relates~~ ), up to ~~shares of Series~~ 450,000 Class A ~~Preferred Stock held by~~ ordinary shares, par value $0.000625 per share (the “~~Transferor~~Ordinary Shares”) ~~in */: ¨ book entry form; or ¨ definitive form~~(as subject to adjustment hereunder, the “Warrant Shares”). The ~~Transferor has requested the Transfer Agent by written order to exchange or register the transfer~~ purchase price of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating one Ordinary Share under this Warrant shall be equal to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer Exercise Price (as defined in ~~Rule 144A under the Securities Act~~Section 2(c) hereof), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.

Appears in 1 contract

Samples: Business Development & Marketing Consulting Agreement (Prestige Wealth Inc.)

Signature. ~~as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3~~ (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) The undersigned represents and warrants that it is purchasing this certificated Note for its own account or an ~~“eligible guarantor institution”~~ account with respect to which it exercises sole investment discretion and that it and any such account is a ~~bank, stockbroker, savings and loan association or credit union meeting~~ “qualified institutional buyer” within the ~~requirements~~ meaning of ~~the Transfer Agent, which requirements include membership or participation in~~ Rule 144A under the Securities ~~Transfer Agents~~ Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer Signature Guarantee: (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program ~~(“STAMP”~~or other signature guarantor program reasonably acceptable to the Trustee) Principal Amount of this Global Signature of authorized Date of Amount of decrease in Principal Amount of increase in Principal Note following such decrease or ~~such other “signature guarantee program” as may be determined by the Transfer Agent in addition to,~~ signatory of Trustee or ~~in substitution for, STAMP, all in accordance with the~~ Exchange Amount of this Global Note Amount of this Global Note increase Securities ~~Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE~~ Custodian THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE ~~SECURITIES LAWS~~OR OTHER JURISDICTION. NEITHER ~~THESE SECURITIES~~ THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE ~~FOREGOING~~ HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED ~~AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN~~ UPON THE REQUEST OF THE HOLDER AFTER THE ~~EXPIRATION~~ RESALE RESTRICTION TERMINATION DATE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE ~~APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT~~ DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ~~TERMS~~ COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ~~CONDITIONS~~ ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (~~INDENTURE REFERRED TO ON THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxREVERSE HEREOF.

Appears in 1 contract

Samples: Security Agreement (Reliance Steel & Aluminum Co)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A~~ Perpetual Preferred Stock ~~Certificate~~certificate) Signature Guarantee: ~~3 3~~ (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS.) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC[ l ], as Transfer ~~Agent, By~~Agent [ l ] [ l ] [ l ] [ l ] Attention: ~~Authorized Signatory~~ [ l ] Telecopy: [ l ] Re: Series A B Perpetual ~~Convertible Preferred Shares (the “Series A~~ Preferred Stock”) , par value $0.01 per share, of ~~Equitrans Midstream Corporation~~ Peabody Energy Corporation, a Delaware corporation (the “Company”) ~~This Certificate relates to shares~~ The undersigned Holder hereby irrevocably notifies you in accordance with Section 10(b) of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations ~~relating to~~ of the ~~above-captioned Series A~~ Perpetual Preferred Stock ~~and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933~~ (the “~~Securities Act~~Certificate of Designations”; unless otherwise defined herein, terms defined in the Certificate of Designations are used herein as defined therein), that (i) it is a Holder of the Company’s 4.75% Convertible Junior Subordinated Debentures (the “Convertible Debentures”) ~~because */~~that it has surrendered for conversion in connection with a Change of Control and that pursuant to such conversion it shall become a Holder of Perpetual Preferred Stock, and (ii) it is electing to tender for sale in the Remarketing Perpetual Preferred Stock. Date: ~~¨ such Series~~ Signature: Guarantee: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [THIS DEBENTURE IS A ~~Preferred Stock~~ GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE 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) MAY BE REGISTERED UNLESS AND UNTIL THIS DEBENTURE IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN DEFINITIVE FORM. UNLESS (A) THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO PEABODY ENERGY CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, (B) ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND (C) ANY PAYMENT HEREON IS MADE TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, AND EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, 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.]1 1 Include for Global Debentures. No. $ This Debenture is ~~being acquired~~ one of a duly authorized series of Securities of PEABODY ENERGY CORPORATION (the “Debentures”), all issued under and pursuant to an indenture (the “Base Indenture”) dated as of December 20, 2006, duly executed and delivered by PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture, as hereinafter referred to), and U.S. Bank National Association (the “Trustee”), as supplemented by the First Supplemental Indenture thereto dated as of December 20, 2006 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the ~~Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred~~ rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. The Company, for value received, hereby promises to pay to or its registered assigns, the principal sum of U.S. Dollars ($ ) on the Final Maturity Date of the Debentures, subject to the Company~~; ¨~~ ’s obligation in certain circumstances to make all or part of such ~~Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined~~ payment earlier in ~~Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance~~ accordance with ~~another exemption from the registration requirements~~ Section 2.10 of the ~~Securities Act (~~First Supplemental Indenture and ~~based on an Opinion of Counsel if~~ subject to the further condition that the Debentures may be earlier redeemed by the Company ~~so requests)~~pursuant to Section 2.9 of the First Supplemental Indenture or converted by the Holders thereof pursuant to Section 2.15 and Section 2.16 of the First Supplemental Indenture. ~~[INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~Subject to Section 2.5, Section 2.6, Section 2.7 and Section 2.8 of the First Supplemental Indenture, Interest Payment Dates shall be June 15 and December 15, commencing on June 15, 2007. Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth here.

Appears in 1 contract

Samples: First Supplemental Indenture (Peabody Energy Corp)

Signature. In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as ~~your name appears on~~ the ~~other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that~~ case may be, is ~~a bank~~not completed, ~~stockbroker, savings~~ the Corporation and ~~loan association or credit union meeting~~ the ~~requirements~~ Rights Agent will deem the beneficial owner of the ~~Transfer Agent, which requirements include membership~~ Rights evidenced by this Right Certificate to be an Acquiring Person or ~~participation~~ an Affiliate or Associate thereof (as defined in the ~~Securities Transfer Agents Medallion Program (“STAMP”~~Rights Agreement) and such Assignment or ~~such other “signature guarantee program” as may~~ Election to Purchaser will not be ~~determined by the Transfer Agent in addition to~~honored. FORM OF CLASS A COMMON STOCK RIGHT CERTIFICATE Certificate No. R- ____________ Rights NOT EXERCISABLE AFTER NOVEMBER 11, ~~or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED~~ 2028 OR EARLIER UNDER ~~THE SECURITIES ACT OF 1933,~~ CERTAIN CIRCUMSTANCES AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES~~ RIGHTS AGREEMENT OR IF NOTICE OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY REDEMPTION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSGIVEN. THE ~~SHARES EVIDENCED BY THIS NOTICE~~ RIGHTS ARE SUBJECT TO REDEMPTION, AT THE ~~OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS~~ OPTION OF THE ~~CHARTER.~~ CORPORATION, AT $.01 PER RIGHT (PAYABLE IN CASH OR OTHER CONSIDERATION) ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE ~~CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY~~RIGHTS AGREEMENT.]* This certifies that ____________, ~~THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10~~or registered assigns, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 13, 2018 (the "Rights Agreement"), by and between Urstadt Xxxxxx Properties Inc., a Maryland corporation (the "Corporation"), and Computershare Inc., a Delaware corporation (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time) on November 11, 2028 (the "Expiration Date"), except as hereinafter provided, at the office or offices of the Rights Agent designated for such purpose, one one-hundredth of a fully paid, nonassessable share of the Series J Participating Preferred Shares, par value $.01 per share ("Preferred Shares"), of the Corporation, at a purchase price of $85.00 per each one one-hundredth share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase set forth on the reverse side hereof and the ~~class or series~~ certificate contained therein duly executed. The number of Rights evidenced by this Right Certificate (and the number of one-hundredths of a share which may be purchased upon the exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 12, 2018, based on the shares of ~~capital stock~~ Preferred Shares of the ~~Company listed on Schedule A~~ Corporation as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Preferred Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to ~~this letter~~modification and adjustment upon the happening of certain events. In ~~addition~~the circumstances described in Section 11(a)(ii) of the Rights Agreement, ~~please~~ the securities issuable upon the exercise of the Rights evidenced hereby shall be ~~advised that~~ the ~~Company~~ Class A Common Shares and/or other securities of the Corporation. In the circumstances described in Section 13 of the Rights Agreement, the securities issuable upon the exercise of the Rights evidenced hereby shall be the common stock or similar equity securities of an entity other than the Corporation. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the office or offices of the Rights Agent designated for such purpose and at the Corporation's principal offices and may be obtained by the holder of any Rights upon written request to the Corporation's Secretary. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, with the Form of Election to Purchase and the certificate set forth on the reverse side hereof duly executed, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing the Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Corporation at any time at a redemption price of $.01 per Right, payable in cash or other consideration as set forth in the Rights Agreement (which amount is subject to adjustment as provided in the Rights Agreement.) No fractional Preferred Shares (or other securities) will ~~furnish without charge~~ be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are an integral multiple of one one-hundredth of a share of Preferred Shares), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to ~~each~~ vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the ~~Company who so requests~~ Corporation or any right to vote for the ~~powers, designations, preferences and relative participating, optional~~ election of directors or ~~other special rights of each class of stock~~upon any matter submitted to shareholders at any meeting thereof, or ~~series thereof~~to give or withhold consent to any actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the ~~Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter~~Rights Agent. ~~Any such request should be directed to the Corporate Secretary~~ * The portion of the ~~Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not~~ legend in brackets shall be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel inserted only if ~~the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~applicable.

Appears in 1 contract

Samples: Rights Agreement (Urstadt Biddle Properties Inc)

Signature. ~~as your name appears~~ 37.1 This Agreement is signed by the Parties on the ~~other side~~ dates and at the places indicated below. 37.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts. 37.3 The persons signing this Agreement in a representative capacity warrant their authority to do so. 37.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this ~~Series A Preferred Stock Certificate)~~ Agreement and/or have its signature of this Agreement verified by a witness. SIGNED at RANDFONTEIN on 29 MARCH 2012 For and on behalf of EVANDER GOLD MINES LIMITED Signature ~~Guarantee: 3 3~~ F Xxxxxx Name of Signatory Director Designation of Signatory SIGNED at RANDFONTEIN on 29 MARCH 2012 For and on behalf of HARMONY GOLD MINING COMPANY LIMITED Signature ~~must be guaranteed by an “eligible guarantor institution” that is a bank~~F Xxxxxx Name of Signatory Director Designation of Signatory SIGNED at SANDTON on 28 MARCH 2012 For and on behalf of Signature X.X. XXXXXXX Name of Signatory DIRECTOR Designation of Signatory SIGNED at SANDTON on 28 MARCH 2012 For and on behalf of Signature X.X. XXXXXXX Name of Signatory CEO. Designation of Signatory SIGNED at SANDTON on 30 MARCH 2012 For and on behalf of Signature F Xxxxxx Name of Signatory Director Designation of Signatory SIGNED at SANDTON on 30 MARCH 2012 For and on behalf of Signature F Xxxxxx Name of Signatory Director Designation of Signatory THAT on the [—] day of [—], ~~stockbroker~~before me, ~~savings~~ Notary Public, duly admitted and ~~loan association or credit union meeting~~ sworn, residing and practising at [—] in the ~~requirements~~ Province of [—], and in the presence of the ~~Transfer Agent~~subscribing witnesses, ~~which requirements include membership or participation~~ personally came and appeared – in his/her capacity as the ~~Securities Transfer Agents Medallion Program~~ attorney and agent of (registration number 1963/006226/06) (hereinafter referred to as the “STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTHolder”), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED~~[s/he], ~~SOLD~~[the said Appearer, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES ANDbeing duly authorised hereto under and by virtue of a power of attorney granted in [his/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are her] favour on the ~~registered owner~~ [—] day of [—] by [—]] ,in [his/her] capacity as the duly authorised representative of the ~~number~~ Holder under and ~~the class or series~~ by virtue of ~~shares of capital stock~~ a resolution of the ~~Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder~~ directors of the ~~Company who so requests~~ Holder passed on the ~~powers, designations, preferences and relative participating, optional or other special rights~~ [—] day of ~~each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights~~[—], which ~~are fixed by the Charter. Any such request should be directed~~ [power of attorney and] certified copy of which resolution has this day been exhibited to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stockme, the ~~Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock~~ Notary, and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined now remains filed in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.my Protocol;

Appears in 1 contract

Samples: Sale Agreement (Harmony Gold Mining Co LTD)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A~~ Preferred ~~Stock~~ Securities Certificate) ~~Signature Guarantee: 3 3 Signature must~~ The signature(s) should be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting~~ unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. JPMorgan Chase Bank, National Association 000 Xxxxxx, 50th Floor Houston, Texas 77002 Attention: Worldwide Securities Services GKK Capital LP Gramercy Capital Trust III 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Purchase of $ stated liquidation amount of Floating Rate Preferred Securities (the ~~requirements~~ “Preferred Securities”) of Gramercy Capital Trust III Ladies and Gentlemen: In connection with our purchase of the ~~Transfer Agent, which requirements include membership or participation in~~ Preferred Securities we confirm that: 1 We understand that the Floating Rate Preferred Securities ~~Transfer Agents Medallion Program~~ (the “~~STAMP~~Preferred Securities”) ~~or such other~~ of Gramercy Capital Trust III (the “~~signature guarantee program”~~ Trust”) of GKK Capital LP (the “Company”) executed in connection therewith) and the Floating Rate Junior Subordinated Notes due 2036 of the Company (the “Subordinated Notes”) (the entire amount of the Trust’s outstanding Preferred Securities and the Subordinated Notes together being referred to herein as ~~may be determined by~~ the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “~~SECURITIES ACT~~Offered Securities”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have ~~been~~ not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of ~~the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC~~1933, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 amended (the “Securities Act”), and may not be offered or sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Offered Securities that, if we decide to offer, sell or otherwise transfer any such Offered Securities, (i) ~~because */: ¨~~ such ~~Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred~~ offer, sale or transfer will be made only (a) to the ~~Company; ¨ such Series A Preferred Stock is being transferred~~ Trust, (b) to a person we reasonably believe is a “qualified ~~institutional buyer~~ purchaser” (a “QP”) (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements Section 2(a)(51) of the ~~Securities~~ Investment Company Act ~~(and based on an Opinion~~ of ~~Counsel if the Company so requests~~1940, as amended). ~~[INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~We understand that the certificates for any Offered Security that we receive will bear a legend substantially to the effect of the foregoing. 2 We are a “qualified purchaser” within the meaning of section 2(a)(51) of the Investment Company Act of 1940, as amended, and are purchasing for our own account or for the account of such a “qualified purchaser,” and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Offered Securities, and we and any account for which we are acting are each able to bear the economic risks of our or its investment. 3 We are acquiring the Offered Securities purchased by us for our own account (or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter) and not with a view to any distribution of the Offered Securities, subject, nevertheless, to the understanding that the disposition of our property will at all times be and remain within our control.

Appears in 1 contract

Samples: Trust Agreement (Gramercy Capital Corp)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A Preferred Stock~~ Certificate) Signature Guarantee: ~~3 3~~ (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended~~. THE~~ .) THESE SECURITIES ~~IDENTIFIED HEREIN~~ HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED,~~ PLEDGED, ~~ENCUMBERED~~ TRANSFERRED OR OTHERWISE DISPOSED OF IN EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ~~ABSENCE~~ SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH ~~REGISTRATION OR UNLESS~~ HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION ~~IS EXEMPT FROM, OR~~ DOES NOT ~~SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ REQUIRE REGISTRATION UNDER THE SECURITIES ~~IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE~~ ACT AND OTHER APPLICABLE ~~HOLDING PERIOD WITH RESPECT~~ LAWS) OR (2) PURSUANT TO ~~RESTRICTED~~ AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES ~~SET FORTH IN RULE 144~~ UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO ~~THE TERMS AND CONDITIONS~~ RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ~~AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ (THE “~~COMPANY~~SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX IV FORM OF TRANSFEREE AGREEMENT TRANSFEREE AGREEMENT, dated as of [●] (this “Agreement”), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~between DHT Holdings, ~~THE “CHARTER”)~~Inc., THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are a corporation organized under the ~~registered owner~~ laws of the ~~number and the class or series of shares of capital stock~~ Republic of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation Xxxxxxxx Islands (the “Company”~~) This Certificate relates to shares~~ ), and [Name of ~~Series A Preferred Stock held by~~ Transferee] (the “~~Transferor~~Transferee”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.

Appears in 1 contract

Samples: Stock Purchase Agreement (DHT Holdings, Inc.)

Signature. ~~as your name appears on the other side~~ THIS WARRANT AGREEMENT WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL PURPOSES WHEN THE SUBSCRIBER SIGNS AND DATES THE OMNIBUS SIGNATURE PAGE. (Form of ~~this Series A Preferred Stock~~ Warrant Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ~~IDENTIFIED HEREIN~~ ISSUABLE UPON EXERCISE HEREOF HAVE ~~NOT~~ BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR ~~ANY~~ CERTAIN STATE SECURITIES LAWS~~. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ , AND MAY NOT BE ~~REOFFERED,~~ SOLD, ~~ASSIGNED~~OFFERED FOR SALE, TRANSFERRED, ~~PLEDGED, ENCUMBERED~~ PLEDGED OR ~~OTHERWISE DISPOSED OF IN THE ABSENCE OF~~ HYPOTHECATED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION ~~OR UNLESS~~ IS AVAILABLE AND THIS COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT SUCH ~~TRANSACTION~~ AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS ~~EXEMPT FROM~~AVAILABLE. No. CW VOID AFTER 5:00 P.M. CENTRAL TIME On August 26, ~~OR NOT SUBJECT TO~~2001 VANGUARD AIRLINES, ~~REGISTRATION~~INC. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION Warrant Certificate THIS CERTIFIES THAT for value received _____________________, or registered assigns, is the registered holder of ____________ Warrants, each of which entitles the owner thereof to purchase any time after August 20, 1996 (~~THE “COMPANY”~~the "Effective Date") until 5:00 P.M. prevailing Central Time on August 26, 2001 (the "Expiration Date"), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ one share of the common stock, par value $0.001 per share (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”~~the "Common Stock"), ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~of Vanguard Airlines, ~~DESIGNATIONS~~Inc., ~~PREFERENCES AND RELATIVE PARTICIPATING~~a Delaware corporation (the "Company"), ~~OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS~~multiplied by the number of warrants set forth above, ~~LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~at an exercise price per share equal to the Unit Price, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH~~as defined in the Warrant Agreement ("Warrant Agreement") between the Company, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered ~~owner~~ holder hereof and certain other holders of Warrant Certificates, dated as of the date hereof, multiplied by 1.2 (the "Exercise Price"), subject to certain adjustments, upon presentation and surrender of this Warrant Certificate with the Form of Election to Purchase duly executed. Upon the Expiration Date, all rights evidenced by this Warrant shall cease and the Warrants shall become void. The number of Warrants evidenced by this Warrant Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of the ~~class or series~~ date of original issuance of the Warrants, based on the shares of ~~capital stock~~ Common Stock of the Company ~~listed on Schedule A~~ as constituted at such date. As provided in the Warrant Agreement referred to ~~this letter. In addition~~below, ~~please~~ the Exercise Price and the number or kind of shares which may be ~~advised that~~ purchased upon the ~~Company will furnish without charge to each shareholder~~ exercise of the ~~Company who so requests~~ Warrants evidenced by this Warrant Certificate are, upon the ~~powers~~happening of certain events, ~~designations~~subject to modification and adjustment. This Warrant Certificate is subject to, ~~preferences~~ and ~~relative participating~~entitled to the benefits of, ~~optional or other special rights~~ all of ~~each class~~ the terms, provisions and conditions of ~~stock~~the Warrant Agreement which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, ~~or series thereof~~limitations of rights, duties and immunities hereunder of the Company and the ~~qualifications, limitations or restrictions~~ holders of ~~such preferences and/or rights, which~~ the Warrant Certificates. Copies of the Warrant Agreement are ~~fixed by~~ on file at the ~~Charter. Any such request should be directed to the Corporate Secretary~~ principal office of the Company. ~~The~~ This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the principal office of the Company, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor and date evidencing Warrants entitling the holder to purchase a like aggregate number of shares of ~~capital stock~~ Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered entitled such holder to purchase. If this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates for the number of whole Warrants not exercised. No fractional shares of Common Stock will be issued upon the exercise of any Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Warrant Agreement. No holder of this Warrant Certificate shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained in the Warrant Agreement herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised and the shares of Common Stock shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of this Warrant are closed for any purpose, the Company shall not ~~been registered~~ be required to make delivery of certificates for shares purchasable upon such exercise until the date of the reopening of said transfer books. This Warrant Certificate may be redeemed under the ~~Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within~~ circumstances described in the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxWarrant Agreement.

Appears in 1 contract

Samples: Warrant Agreement (Vanguard Airlines Inc \De\)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A~~ Preferred ~~Stock~~ Security Certificate) ~~Signature Guarantee~~EXHIBIT B CERTIFICATE NO. NUMBER OF COMMON SECURITIES: ~~3 3 Signature must be guaranteed by an “eligible guarantor institution” that is~~ CUSIP NO. CERTIFICATE EVIDENCING COMMON SECURITIES OF UNIVISION CAPITAL TRUST [I / II / III] % COMMON SECURITIES (LIQUIDATION AMOUNT $ PER COMMON SECURITY) UNIVISION CAPITAL TRUST [I / II / III], a ~~bank, stockbroker, savings and loan association or credit union meeting~~ statutory business trust created under the ~~requirements~~ laws of the ~~Transfer Agent, which requirements include membership or participation in~~ State of Delaware (the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"Trust"), ~~OR ANY STATE SECURITIES LAWS~~hereby certifies that UNIVISION COMMUNICATIONS INC. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthe "Holder") THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of ~~the number and the class or series of shares of capital stock~~ common securities of the ~~Company listed on Schedule A to this letter. In addition, please be advised that~~ Trust representing an undivided beneficial ownership interest in the ~~Company will furnish without charge to each shareholder~~ assets of the ~~Company who so requests~~ Trust designated the ~~powers~~" % Common Securities" (liquidation amount $ per Common Security) (the "Common Securities"). The Common Securities are not transferable and any attempted transfer thereof shall be void except as permitted by applicable law and by Section 7.9 of the Trust Agreement (as defined below). The designation, ~~designations~~rights, privileges, restrictions, preferences and ~~relative participating, optional or~~ other ~~special rights of each class of stock, or series thereof,~~ terms and provisions of the ~~Company~~ Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust, dated as of , 200 (as the same may be amended from time to time, the "Trust Agreement"), by and among UNIVISION COMMUNICATIONS INC., as Sponsor, , , and , as Administrative Trustees, , as Property Trustee, , as Delaware Trustee and the ~~qualifications~~Holders. The Holder is entitled to the benefits of the Guarantee to the extent described therein. Capitalized terms used herein but not defined shall have the meaning given them in the Trust Agreement. The Sponsor will provide a copy of the Trust Agreement, ~~limitations or restrictions~~ the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of ~~such preferences and/or rights~~business. Upon receipt of this certificate, ~~which are fixed~~ the Holder is bound by the ~~Charter. Any such request should be directed~~ Trust Agreement and is entitled to the ~~Corporate Secretary of~~ benefits thereunder. By acceptance, the ~~Company. The shares of capital stock of the Company have been not been registered under the Securities Act and~~Holder agrees to treat, ~~accordingly, may not be offered, sold, pledged or otherwise transferred within the~~ for United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stockfederal income tax purposes, the ~~Transferor does hereby certify that~~ Debentures as indebtedness and the ~~Transferor is familiar with~~ Common Securities as evidence of an undivided indirect beneficial ownership interest in the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxDebentures.

Appears in 1 contract

Samples: Trust Agreement (Fonovisa Inc)

Signature. Signature Guarantee: ------------------------------ (Sign exactly as your name appears on the other side of this ~~Series~~ Note) ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian -------------------------------- (cust) (minor) Under Uniform Gifts to Minors Act -------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. Schedule A ~~Preferred Stock Certificate~~(TO BE ATTACHED TO GLOBAL CERTIFICATES) ~~Signature Guarantee~~SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ~~3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting~~ Stated Amount of Amount of Decrease Amount of Increase the ~~requirements~~ Global in Stated Amount in Stated Amount of Certificate of the ~~Transfer~~ Global the Global Following Such Signature of Authorizing Date Certificate Certificate Decrease or Increase Signatory EXHIBIT B INSTRUCTION FROM HOLDER TO COLLATERAL AGENT REGARDING REMARKETING JPMorgan Chase Bank, as Collateral Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Re: Senior Notes due 2007 of Toys "R" Us, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 4.5(f) of the Pledge Agreement, dated as of [ ], 2002 (the "Pledge Agreement"), among the Company, yourselves, as Collateral Agent, ~~which requirements include membership~~ Securities Intermediary and Custodial Agent, and The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders of Normal Units and Stripped Units from time to time, that the undersigned elects to deliver $__________ aggregate principal amount of Notes for delivery to the Remarketing Agent (for remarketing pursuant to Section 4.5(f) of the Pledge Agreement) provided that such Holder may not make such election later than 10:00 a.m. (New York City time) on (i) the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following the Initial Remarketing Date, (ii) the fourth Business Day immediately preceding a Remarketing Period until the Business Day immediately following such Remarketing Period or ~~participation in~~ (iii) the ~~Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined~~ tenth Business Day immediately preceding the Stock Purchase Date. The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the ~~Transfer~~ Remarketing Agent ~~in addition to~~or by the Company to be necessary or desirable to complete the sale, ~~or in substitution for~~assignment and transfer of the Notes tendered hereby. The undersigned hereby instructs you, ~~STAMP~~upon receipt of the proceeds of such remarketing from the Remarketing Agent, ~~all~~ net of amounts payable to the Remarketing Agent in accordance with the ~~Securities Exchange Act~~ Pledge Agreement, to deliver such proceeds to the undersigned in accordance with the instructions indicated herein under "A. Payment Instructions." The undersigned hereby instructs you, in the event of ~~1934~~a Terminated Remarketing Period, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner upon receipt of the ~~number~~ Notes tendered herewith from the Remarketing Agent, to be delivered to the person(s) and the ~~class or series of shares of capital stock of~~ address(es) indicated herein under "B. Delivery Instructions." With this notice, the ~~Company listed on Schedule A to this letter. In addition, please be advised~~ undersigned hereby (i) represents and warrants that the ~~Company will furnish without charge~~ undersigned has full power and authority to ~~each shareholder of~~ tender, sell, assign and transfer the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does Notes tendered hereby ~~certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock~~ and that the undersigned is the record owner of any Notes tendered herewith in physical form or is a participant in The Depository Trust Company ("DTC") and the beneficial owner of any Notes tendered herewith by book-entry transfer to your account at DTC and (ii) agrees to be bound by the terms and conditions of ~~this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”~~Section 4.5(f) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the ~~Securities Act (and based on an Opinion of Counsel if~~ Pledge Agreement. Capitalized terms used herein but not defined shall have the ~~Company so requests)~~meaning set forth in the Pledge Agreement. ~~[INSERT NAME OF TRANSFEROR] By:~~ Date: */ Please check applicable box._______________ Signature:__________________________ Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any: Address:

Appears in 1 contract

Samples: First Supplemental Indenture (Toys R Us Inc)

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as ~~your name appears on~~ defined in the ~~other side~~ Rights Agreement) or a transferee of ~~this Series A~~ any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST TENNESSEE NATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise ________________ _______________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: Dated: _______________, ____ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of the attached Rights Certifi- cate in every particular, without alteration or enlargement or any change whatsoever) ~~Signature Guarantee: 3 3 Signature~~ Signatures must be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting~~ unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the ~~requirements~~ benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the ~~Transfer Agent~~undersigned, ~~which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined~~ have never been, Beneficially Owned by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an ~~effective registration statement under the Act~~ Acquiring Person or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; Affiliate or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer Associate thereof (as defined in ~~Rule 144A under~~ the ~~Securities Act~~Rights Agreement). ------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, ~~in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from~~ the ~~registration requirements~~ Company will deem the Beneficial Owner of the ~~Securities Act~~ Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and ~~based on an Opinion~~ accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT TO CHARTER OF FIRST TENNESSEE NATIONAL CORPORATION Pursuant to the provisions of ~~Counsel if~~ Sections 00-00-000, 00-00-000 and 00-00-000 of the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.~~Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Charter:

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (First Tennessee National Corp)

Signature. ~~as your name appears~~ Signed on behalf of the ~~other side~~ Parties, each signatory hereto warranting that he/she has due authority to do so. SIGNED at SANDTON on 8 SEPTEMBER 2009 For and on behalf of ~~this Series A Preferred Stock Certificate~~PAMODZl GOLD FREE STATE (PROPRIETARY) LIMITED (IN PROVISIONAL LIQUIDATION) (UNDER POWER OF ATTORNEY) Signature ~~Guarantee~~Name of Signatory JOINT PROVISION LIQUIDATORS Designation of Signatory SIGNED at SANDTON on 8 SEPTEMBER 2009 For and on behalf of HARMONY GOLD MINING COMPANY LIMITED Signature R. A.L. Xxxxxxxx Name of Signatory EXECUTIVE Designation of Signatory WESTRUST (PTY) LTD X X XXX 00000 0XX XXXXX XXXXXXXXXXXX 00 XXXXXXX XXXXXX 0000 XXXXXXXX TEL: ~~3 3 Signature must~~ (000) 000 0000 0000 I, the undersigned, do hereby nominate constitute and appoint In the following Estates : Pamodzi Gold Free State (Pty) Limited (In Liquidation) Master’s Reference No. T2258/09 Pamodzi Gold East Rand (Pty) Limited (In Liquidation) Master’s Reference No. T2257/09 Irrevocably and in rem suam, jointly and severally with Power of Substitution, to be ~~guaranteed by an “eligible guarantor institution” that is a bank~~my lawful Attorney and Agent in my name, ~~stockbroker, savings~~ place and ~~loan association or credit union meeting~~ xxxxx to appear before the ~~requirements~~ Master of the ~~Transfer Agent~~High Court, ~~which requirements include membership~~ or ~~participation~~ before any Magistrate, at his or their offices, likewise before any Commissioner, and to appear at all Meetings of Creditors to be held in Insolvent Estates and Companies in Liquidation and then and there, on my behalf to file and prove claims against the said Estate, to vote for me in the ~~Securities Transfer Agents Medallion Program (“STAMP”)~~ election of a Trustee or ~~such~~ Liquidator, to accept appointments on my behalf, to administer the Estates and prepare and sign liquidation accounts, reports and any other ~~“signature guarantee program” as may be determined by the Transfer Agent~~ documents and further to represent me in ~~addition to,~~ all matters or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations things relating to the ~~above-captioned Series A Preferred Stock~~ administration of said Estates, including the right to vote on an Offer of Compromise and ~~that~~ generally for effecting the ~~transfer~~ purpose aforementioned to do or cause to be done whatsoever will be requisite, as fully and effectually, to all intents and purposes as I might or could do if personally present and acting herein; hereby ratifying, allowing and confirming and promising and agreeing to ratify, allow and confirm all and whatsoever my said Attorney or Agent shall lawfully do or cause to be done in the premises by virtue of ~~this Series A Preferred Stock does not require registration under~~ these premises. GIVEN UNDER MY HAND AT JOHANNESBURG THIS 19 DAY OF AUGUST 2009 in the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements presence of the ~~Securities Act (and based on an Opinion of Counsel if the Company so requests)~~undersigned witnesses. 2. ~~[INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.~~ANNEXURE “1”

Appears in 1 contract

Samples: Sale of Assets Agreement (Harmony Gold Mining Co LTD)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A Preferred Stock~~ Pre ferred Securities Certificate) ~~Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank~~UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program A NEW YORK CORPORATION (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY ~~STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF~~ CERTIFICATE ISSUED IS REGISTERED IN THE ~~ABSENCE~~ NAME OF CEDE & CO. OR IN SUCH ~~REGISTRATION~~ OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR ~~UNLESS~~ TO SUCH ~~TRANSACTION~~ OTHER ENTITY AS IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST~~ REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”DTC), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE ~~HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS~~REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. ~~This letter confirms and acknowledges~~ Certificate Number Number of Preferred Securities CUSIP NO. P-1 3,400,000 29364H20-0 Certificate Evidencing Preferred Securities of ENTERGY GULF STATES CAPITAL I 8.75% Cumulative Quarterly Income Preferred Securities, Series A (liquidation amount $25 per Preferred Security) Entergy Gulf States Capital I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that ~~you are~~ CEDE & CO. (the "Holder") is the registered owner of ~~the number and the class or series of shares of capital stock~~ THREE MILLION FOUR HUNDRED THOUSAND (3,400,000) preferred securities of the ~~Company listed on Schedule A to this letter. In addition, please be advised that~~ Trust representing an undivided beneficial interest in the ~~Company will furnish without charge to each shareholder~~ assets of the ~~Company who so requests~~ Trust and designated the ~~powers~~Entergy Gulf States Capital I 8.75% Cumulative Quarterly Income Preferred Securities, Series A (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 or 5.11 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and ~~relative participating, optional or~~ other ~~special rights of each class of stock, or series thereof,~~ terms and provisions of the ~~Company~~ Preferred Securities are set forth in, and this certificate and the ~~qualifications~~Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, ~~limitations~~ the Amended and Restated Trust Agreement of the Trust dated as of January 28, 1997, as the same may be amended from time to time (the "Trust Agreement"). The holder of this certificate is entitled to the benefits of the Guarantee Agreement of Entergy Gulf States, Inc., a Texas corporation, and The Bank of New York, as guarantee trustee, dated as of January 28, 1997 (the "Guarantee") to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the holder of this certificate without charge upon written request to the Trust at its principal place of business or ~~restrictions~~ registered office. Upon receipt of ~~such preferences and/or rights~~this certificate, ~~which are fixed~~ the holder of this certificate is bound by the ~~Charter. Any such request should be directed~~ Trust Agreement and is entitled to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxbenefits thereunder.

Appears in 1 contract

Samples: Trust Agreement (Entergy Gulf States Inc)

Signature. ~~as your name appears on the other side~~ Date: ------------------------------------------ Signature Guaranteed: ------------------------------------------ SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS The following exchanges of a part of this ~~Series A Preferred Stock Certificate~~Global Warrant for certificated Warrants have been made: Number of Amount of AMOUNT OF WARRANTS DECREASE INCREASE of this Global SIGNATURE OF IN NUMBER OF IN NUMBER OF WARRANT FOLLOWING AUTHORIZED WARRANTS OF THIS WARRANTS OF THIS SUCH DECREASE OFFICER DATE OF EXCHANGE GLOBAL WARRANT GLOBAL WARRANT (OR INCREASE) ~~Signature Guarantee~~OF WARRANT AGENT ----------------- ---------------- ---------------- ----------------- ---------------- This is to be included only if the Warrant is in global form. EXHIBIT "B" CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF RESTRICTED SECURITIES Re: ~~3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank~~Warrants to Purchase Common Stock, ~~stockbroker, savings and loan association or credit union meeting~~ par value $.01 per share (the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"Warrants"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Gothic Energy Corporation ~~(the “Company”)~~ This Certificate relates to ~~shares of Series A Preferred Stock~~ __________ Warrants held in book-entry or definitive form by _________________________ (the “"Transferor~~”) in */: ¨ book entry form; or ¨ definitive form~~"). The Transferor (check applicable box): [ ] has requested the Transfer Agent by written order to deliver in exchange for its beneficial interest in the Global Certificate held by the Depositary a Warrant or Warrants in definitive registered form equal to its beneficial interest in Warrants represented by such Global Certificate (or the portion thereof indicated above); or [ ] has requested the Transfer Agent by written order to exchange or register the transfer of ~~Series A Preferred Stock~~a Warrant or Warrants. In connection with such ~~request and in respect of such Series A Preferred Stock~~request, the Transferor does hereby certify that ~~the~~ Transferor is familiar with the ~~Certificate of Designations~~ Warrant Agreement (the "Agreement") relating to the ~~above-captioned Series A Preferred Stock~~ Warrants and the restrictions on transfers thereof as provided in Section 6 of such Agreement, and that the transfer of this ~~Series A Preferred Stock~~ Warrant requested hereby does not require registration under the Securities Act ~~of 1933~~ (~~the “Securities Act”~~as defined below) ~~because */~~because: ~~¨ such Series A Preferred Stock~~ [ ] Such Warrants is being acquired for the Transferor’s 's own ~~account~~ account, without ~~transfer; ¨ such Series A Preferred Stock is being transferred to~~ transfer (in satisfaction of Section 6(a)(y)(A) of the ~~Company; ¨ such Series A Preferred Stock~~ Agreement). [ ] Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule ~~144A;~~ 144A or ¨ in accordance with Regulation S under the Securities Act. If such ~~Series A Preferred Stock~~ transfer is in accordance with Regulation S, an opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. [ ] Such Warrant is being transferred in accordance with Rule 144 under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. [ ] Such Warrant is being transferred in reliance on and in compliance with ~~another~~ an exemption from the registration requirements of the Securities Act, other than Rule 144A or Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act ~~(and based on an Opinion of Counsel if the Company so requests)~~accompanies this Certificate. [~~INSERT NAME OF TRANSFEROR~~Insert Name of Transferor] Date: By: ~~Date~~------------------------------------ EXHIBIT "C" THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "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 ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A XXXXX XXX XXX, (X) XXXXXX XXX XXXXXX XXXXXX XX AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE WARRANT AGENT FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR OR SUCH TRANSFER IS MADE IN ACCORDANCE WITH CLAUSES (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE WARRANT AGENT AND THE COMPANY 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 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 ACT. EXHIBIT "D" TRANSFEREE LETTER OF REPRESENTATION Gothic Energy Corporation 5727 Xxxxx Xxxxx Xxxxxx - Suite 700 Tulsa, Oklahoma 74105 Ladies and Gentlemen: */ Please check applicable box.In connection with our proposed purchase of Warrants to purchase Common Stock (the "Securities") of Gothic Energy Corporation (the "Company"), we confirm that:

Appears in 1 contract

Samples: Warrant Agreement (Chesapeake Energy Corp)

Signature. (Signature must conform in all respects to name as ~~your name appears~~ specified on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements face of the ~~Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”~~Warrant Certificate.) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Date: -------------------------------- EXHIBIT A - PAGE 3 25 EXHIBIT B FORM OF WARRANT CERTIFICATE THE OFFER AND SALE OF THE WARRANTS EVIDENCED BY THIS CERTIFICATE AND THE SECURITIES ~~IDENTIFIED HEREIN~~ ISSUABLE UPON AN EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ~~1933, AS AMENDED~~ 1933 AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR TRANSFER OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (~~THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ WHICH MAY BE ~~REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED~~ COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR ~~OTHERWISE DISPOSED OF IN~~ TRANSFER IS EXEMPT FROM THE ~~ABSENCE~~ REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ~~REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~ACT. THE ~~FOREGOING LEGEND WILL BE REMOVED~~ WARRANTS REPRESENTED BY THIS CERTIFICATE AND ~~A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ THE SECURITIES ~~IDENTIFIED HEREIN~~ ISSUABLE UPON ~~THE REQUEST~~ AN EXERCISE OF ~~THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT~~ SUCH WARRANTS ARE ALSO SUBJECT TO ~~RESTRICTED SECURITIES~~ ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN ~~RULE 144 UNDER~~ A WARRANT PURCHASE AGREEMENT BY AND AMONG THE ~~SECURITIES ACT~~COMPANY, CRUTTENDEN ROTH XXXORPORATED AND PRINCIPAL FINANCIAL SECURITIES, INC., DATED AS OF _________________, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. ~~SUBJECT TO~~ TERMS NOT DEFINED HEREIN SHALL HAVE THE ~~TERMS AND CONDITIONS~~ MEANINGS SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ WARRANT PURCHASE AGREEMENT. No. W-2 75,000 Warrants WARRANT CERTIFICATE This Warrant Certificate (~~THE “COMPANY”~~"Warrant Certificate") certifies that Principal Financial Securities, Inc., a Texas corporation ("Principal"), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ or registered assigns, is the Registered Holder of Seventy-Five Thousand (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~75,000) Warrants ("Warrants") to purchase Common Stock of ErgoBilt, ~~THE “CHARTER”~~Inc., a Texas corporation (the "Company"). Each Warrant entitles the holder, ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~subject to the conditions set forth herein and in the Warrant Purchase Agreement referred to below, ~~DESIGNATIONS~~to purchase from the Company at any time during the Warrant Exercise Period, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms one fully paid and ~~acknowledges that you are the registered owner~~ nonassessable share of the ~~number and the class or series of shares of capital stock~~ Common Stock of the Company ~~listed~~ (the "Warrant Shares") at a price per Warrant Share (the "Warrant Exercise Price") equal to 120% of the initial offering price to the public of shares sold in the Offering, subject to adjustment as provided in Section 1.4 of the Warrant Purchase Agreement, payable in lawful money of the United States of America, upon surrender of this Warrant Certificate, execution of the form of Election to Purchase on ~~Schedule A~~ the reverse hereof, and payment of the Warrant Exercise Price to ~~this letter. In addition~~the Company, ~~please be advised that~~ at its offices located at 5000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, xx at such other address as the Company ~~will furnish without charge~~ may specify in writing to ~~each shareholder~~ the Registered Holder of the Warrants evidenced hereby (the "Warrant Office"). The Warrant Exercise Price and number of Warrant Shares purchasable upon exercise of the Warrants are subject to adjustment during the Warrant Exercise Period upon the occurrence of certain events as set forth in Section 1.4 of the Warrant Purchase Agreement. The Company may deem and treat the Registered Holder of the Warrants evidenced hereby as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the Company ~~who so requests~~ at the ~~powers~~above-mentioned address by the Registered Holder hereof in person or by a legal representative duly authorized in writing, ~~designations~~may be exchanged, ~~preferences~~ in the manner and ~~relative participating~~subject to the limitations provided in the Warrant Purchase Agreement, ~~optional~~ but without payment of any service charge, for a new Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the office of the Company at the above-mentioned address and subject to the conditions set forth on this Certificate and in Sections 1.7 and 1.8 of the Warrant Purchase Agreement, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the Registered Holder hereof, subject to the limitations provided in the Warrant Purchase Agreement, without charge except for any tax or other ~~special rights~~ governmental charge imposed in connection therewith. This Warrant Certificate is one of ~~each class~~ the Warrant Certificates referred to in the Warrant Purchase Agreement, dated as of ~~stock~~___________, ~~or series thereof~~1997 (the "Warrant Purchase Agreement"), among the Company, Cruttenden Roth Xxxorporated and Principal. Said Warrant Purchase Agreement is hereby incorporated by referenced in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxholders.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Ergobilt Inc)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A~~ Preferred ~~Stock~~ Security Certificate) Signature Guarantee*: ~~3 3~~ * Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the ~~Transfer Agent~~Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the ~~Transfer Agent~~ Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. ~~THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED~~ The initial aggregate principal amount of the Preferred Securities evidenced by the Certificate to which this Schedule A is attached is $ . The notations on the following table evidence the decreases and increases in the aggregate principal amount of the Preferred Securities evidenced by such Certificate. THIS COMMON SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES ~~LAWS~~LAW. ~~NEITHER THESE SECURITIES NOR ANY INTEREST~~ THIS COMMON SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR ~~PARTICIPATION HEREIN~~ FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THIS SECURITY MAY BE ~~REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF~~ MADE IN THE ABSENCE OF ~~SUCH~~ (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR ~~UNLESS SUCH~~ (II) PURSUANT TO AN EXEMPTION FROM OR A TRANSACTION ~~IS EXEMPT FROM, OR~~ NOT SUBJECT TO, ~~REGISTRATION.~~ THE ~~FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ REGISTRATION REQUIREMENTS OF THE SECURITIES ~~IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE~~ ACT OR APPLICABLE ~~HOLDING PERIOD WITH RESPECT TO RESTRICTED~~ STATE SECURITIES ~~SET FORTH IN RULE 144 UNDER THE SECURITIES ACT~~LAW. ~~SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ Certificate Number Number of Common Securities SERVISFIRST CAPITAL TRUST I, a statutory trust created under the laws of the State of Delaware (~~THE~~ the “~~COMPANY~~Trust”), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ hereby certifies that ServisFirst Bancshares, Inc. (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE~~ the “~~CHARTER~~Holder”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of ~~the number and the class or series of shares of capital stock~~ common securities of the ~~Company listed on Schedule A to this letter. In addition, please be advised that~~ Trust representing undivided beneficial interests in the ~~Company will furnish without charge to each shareholder~~ assets of the ~~Company who so requests~~ Trust designated the ~~powers~~8.5% Common Securities (liquidation amount $1 per Common Security) (the “Common Securities”). The Common Securities are transferable on the books and records of the Trust, ~~designations~~in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and ~~relative participating, optional or~~ other ~~special rights of each class of stock, or series thereof,~~ terms and provisions of the ~~Company~~ Common Securities represented hereby are issued and ~~the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should~~ shall in all respects be ~~directed~~ subject to the ~~Corporate Secretary~~ provisions of the ~~Company. The shares of capital stock~~ Amended and Restated Trust Agreement of the ~~Company have been not been registered under the Securities Act and~~Trust dated as of , accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC200_, as ~~Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares~~ the same may be amended from time to time (the “~~Series A Preferred Stock~~Trust Agreement”) ), including the designation of ~~Equitrans Midstream Corporation (~~the ~~“Company”) This Certificate relates~~ terms of the Common Securities as set forth in Annex I to ~~shares of Series A Preferred Stock held by (~~the ~~“Transferor”)~~ Trust Agreement. Capitalized terms used but not defined herein shall have the meaning given them in */: ¨ book entry form; or ¨ definitive formthe Trust Agreement. The ~~Transferor has requested~~ Sponsor will provide a copy of the ~~Transfer Agent by~~ Trust Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written ~~order~~ request to ~~exchange or register~~ the ~~transfer~~ Sponsor at its principal place of ~~Series A Preferred Stock~~business. ~~In connection with such request and in respect~~ Upon receipt of ~~such Series A Preferred Stock~~this certificate, the ~~Transferor does hereby certify that~~ Holder is bound by the ~~Transferor~~ Trust Agreement and is ~~familiar with the Certificate of Designations relating~~ entitled to the ~~above-captioned Series A Preferred Stock~~ benefits thereunder. By its acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and ~~that~~ the ~~transfer~~ Common Securities as evidence of ~~this Series A Preferred Stock does not require registration under~~ indirect beneficial ownership in the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxDebentures.

Appears in 1 contract

Samples: Trust Agreement (ServisFirst Bancshares, Inc.)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A Preferred Stock~~ Certificate) Signature Guarantee: ~~3 3~~ (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended~~. THE~~ .) THESE SECURITIES ~~IDENTIFIED HEREIN~~ HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN~~ MAY NOT BE ~~REOFFERED~~OFFERED, SOLD, ~~ASSIGNED, TRANSFERRED,~~ PLEDGED, ~~ENCUMBERED~~ TRANSFERRED OR OTHERWISE DISPOSED OF IN EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ~~ABSENCE~~ SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH ~~REGISTRATION OR UNLESS~~ HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION ~~IS EXEMPT FROM, OR~~ DOES NOT ~~SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO~~ REQUIRE REGISTRATION UNDER THE SECURITIES ~~IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE~~ ACT AND OTHER APPLICABLE ~~HOLDING PERIOD WITH RESPECT~~ LAWS) OR (2) PURSUANT TO ~~RESTRICTED~~ AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES ~~SET FORTH IN RULE 144~~ UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO ~~THE TERMS AND CONDITIONS~~ RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ~~AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ (THE “~~COMPANY~~SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX IV FORM OF TRANSFEREE AGREEMENT TRANSFEREE AGREEMENT, dated as of [●] (this “Agreement”), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~between DHT Holdings, ~~THE “CHARTER”)~~Inc., THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are a corporation organized under the ~~registered owner~~ laws of the ~~number and the class or series of shares of capital stock~~ Republic of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation Mxxxxxxx Islands (the “Company”~~) This Certificate relates to shares~~ ), and [Name of ~~Series A Preferred Stock held by~~ Transferee] (the “~~Transferor~~Transferee”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.

Appears in 1 contract

Samples: Stock Purchase Agreement (DHT Holdings, Inc.)

Signature. (Sign exactly as your name appears on the other side of this ~~Series A Preferred Stock~~ Capital Security Certificate) ~~Signature Guarantee: 3 3 Signature must~~ The signature(s) should be guaranteed by an “eligible guarantor ~~institution” that is a bank~~institution (banks, ~~stockbroker~~stockbrokers, savings and loan ~~association or~~ associations and credit ~~union meeting~~ unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.1 JPMorgan Chase Capital [ ] [ ]% Common Securities (Liquidation Amount $[ ] per Common Security) JPMorgan Chase Capital [ ], a statutory trust created under the ~~requirements~~ laws of the ~~Transfer Agent~~State of Delaware (the “Trust”), ~~which requirements include membership or participation~~ hereby certifies that JPMorgan Chase & Co. (the “Holder”) is the registered owner of [ ] common securities of the Trust representing beneficial ownership interests of the Trust and designated the [ %] Common Securities (Liquidation Amount $[ ] per Common Security) (the “Common Securities”). Except as provided in Section 5.10 of the Trust Agreement (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof shall be void, except as set forth in the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities ~~Transfer Agents Medallion Program~~ are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of [ , 20 ], as the same may be amended from time to time (the “Trust Agreement”), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee Agreement entered into by JPMorgan Chase & Co., a Delaware corporation (“~~STAMP~~JPMorgan Chase”), and The Bank of New York, a New York banking corporation (“The Bank of New York”), as guarantee trustee, dated as of [ , 20 ], as amended from time to time and (ii) the Indenture entered into by JPMorgan Chase and The Bank of New York, as trustee, dated as of December 1, 1996 as amended or ~~such other “signature guarantee program” as may~~ supplemented from time to time. This certificate shall be ~~determined~~ governed by ~~the Transfer Agent in addition to, or in substitution for, STAMP, all~~ and construed in accordance with the Securities Exchange Act of 1934, as amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner laws of the ~~number and the class or series~~ State of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxDelaware.

Appears in 1 contract

Samples: Trust Agreement (J P Morgan Chase & Co)

Signature. ~~as your name appears on~~ Xxxxxxxxx President /s/ Dxxxxx X. Xxxxxxxxx Sxxxx X. Xxxx Senior Vice President and CFO /s/ Sxxxx X. Xxxx ASSOCIATES FUNDING, INC. a Delaware corporation By: /s/ Sxxxx X. Xxxx Sxxxx X. Xxxx Its: Senior Vice President and Chief Financial Officer THE UNDERSIGNED, being all the ~~other side~~ directors of Associates Funding, Inc., a Delaware corporation (the “Corporation”), hereby waive the calling and holding of a meeting of directors, consent to the following action, and direct that this ~~Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must~~ consent be ~~guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting~~ filed with the ~~requirements~~ minutes of the ~~Transfer~~ proceedings of the Corporation: RESOLVED, that the Corporation is hereby authorized to enter into the Eleventh Amendment to Repurchase Financing Agreement dated as of March 29, 2004 (the “Eleventh Amendment”), by and between Rxxxxx Mortgage Company as Guarantor, the Corporation as Borrower, and JPMorgan Chase Bank, a New York banking corporation, formerly known as The Chase Manhattan Bank and successor by merger to Chase Bank of Texas, National Association, a national banking association formerly named Texas Commerce Bank National Association, as a lender and as agent for the lenders from time to time a party thereto (in that capacity, the “Agent”), ~~which requirements include membership or participation~~ and JPMorgan Chase Bank, as currently the only lender party to the Loan Agreement, to amend the Repurchase Financing Agreement between the parties dated October 9, 1996, as amended by a First Amendment to Repurchase Financing Agreement dated as of March 31, 1998, a Second Amendment to Repurchase Financing Agreement dated as of September 30, 1998, a Third Amendment to Repurchase Financing Agreement dated as of December 31, 1998, a Fourth Amendment to the Repurchase Financing Agreement dated as of March 31, 1999, a Fifth Amendment to the Repurchase Financing Agreement dated as of April 15, 1999, a Sixth Amendment to the Repurchase Financing Agreement dated as of March 31, 2000, a Seventh Amendment to the Repurchase Financing Agreement dated as of September 1, 2000, an Eighth Amendment to the Repurchase Financing Agreement dated as of March 30, 2001, a Ninth Amendment to the Repurchase Financing Agreement dated as of March 29, 2002, a Tenth Amendment to the Repurchase Financing Agreement dated as of Mxxxx 00, 0000 (xxx Xxxxxxxxxx Financing Agreement and Amendments, collectively referred to as the “Repurchase Financing Agreement”), for the purpose of extending the stated Termination Date to March 31, 2005, and confirming and continuing existing agreements between the parties for accrual and payment of a facility fee, all as more particularly set forth in the ~~Securities Transfer Agents Medallion Program (“STAMP”) or such~~ Eleventh Amendment. RESOLVED, that officers of the Corporation be and are hereby authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, deliver, record and file all agreements, certificates, documents and other ~~“signature guarantee program”~~ instruments and to take all action as may be ~~determined~~ necessary or, in their judgment, desirable and proper in order to renew and continue the Repurchase Financing Agreement, the execution and delivery to be conclusive evidence of the approval of the terms and conditions of such renewal and continuation of the Repurchase Financing Agreement and the related agreements, certificates, documents and other instruments, and all related actions, by the ~~Transfer Agent~~ Board of Directors and of the authority of the officers to execute and deliver such agreements, certificates, documents and instruments in ~~addition to~~the form executed and delivered. DATED: March 29, ~~or in substitution for~~2004 /s/ Sxxxx X. Xxxx Sxxxx X. Xxxx /s/ Cxxxxx X. Xxxx Cxxxxx X. Lxxx LENDER: JPMorgan Chase Bank COMPANY: Ryland Mortgage Company DATE: March 29, ~~STAMP~~2004 This Certificate is delivered to the Lender under a Repurchase Financing Agreement dated as of October 9, ~~all in accordance with the Securities Exchange Act of 1934~~1996, as ~~amended. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933~~amended by a First Amendment to Repurchase Financing Agreement dated as of March 31, ~~AS AMENDED~~ 1998 (~~THE~~ the “~~SECURITIES ACT~~3/98 Amendment”), ~~OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED~~a Second Amendment to Repurchase Financing Agreement dated as of September 30, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION 1998 (~~THE~~ the “~~COMPANY~~9/98 Amendment”), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ a Third Amendment to Repurchase Financing Agreement dated as of December 31, 1998 (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE~~ the “~~CHARTER~~12/98 Amendment”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed a Fourth Amendment to the ~~Corporate Secretary~~ Repurchase Financing Agreement dated as of ~~the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and~~March 31, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares 1999 (the “~~Series A Preferred Stock~~3/99 Amendment”) ), a Fifth Amendment to the Repurchase Financing Agreement dated as of ~~Equitrans Midstream Corporation~~ April 15, 1999 (the “~~Company~~4/99 Amendment”~~) This Certificate relates~~ ), a Sixth Amendment to ~~shares~~ the Repurchase Financing Agreement dated as of ~~Series A Preferred Stock held by~~ March 31, 2000 (the “~~Transferor~~3/00 Amendment”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock), ~~the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating~~ a Seventh Amendment to the ~~above-captioned Series A Preferred Stock and that the transfer~~ Repurchase Financing Agreement dated as of ~~this Series A Preferred Stock does not require registration under the Securities Act of 1933~~ September 1, 2000 (the “~~Securities Act~~9/00 Amendment”), a Eighth Amendment to the Repurchase Financing Agreement dated as of March 30, 2001 (the “3/01 Amendment”), a Ninth Amendment to the Repurchase Financing Agreement dated as of March 29, 2002 (the “3/02 Amendment”), a Tenth Amendment to the Repurchase Financing Agreement dated as of March 29, 2003 (the “3/03 Amendment”), and an Eleventh Amendment to the Repurchase Financing Agreement dated as of March 29, 2004 (the “3/04 Amendment”) ~~because */: ¨ such Series A Preferred Stock is being acquired for~~ (all documents collectively referred to as the ~~Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred~~ “Repurchase Financing Agreement”) between Associates Funding, Inc., as Borrower, the Company, as Guarantor, and the Lender, both as Agent and Lender. Unless they are otherwise defined in the 3/04 Amendment, terms defined in the Repurchase Financing Agreement have the same meanings here as there. The undersigned Company officer certifies to the ~~Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under~~ Lender that on the ~~Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements~~ date of ~~the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box.~~this Certificate:

Appears in 1 contract

Samples: Repurchase Financing Agreement (Ryland Group Inc)

Signature. (Signature must conform in all respects to name of holder as ~~your name appears~~ specified on the ~~other side~~ face of ~~this~~ the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock ANNEX to Form of Series A ~~Preferred Stock~~ Warrant Certificate FORM OF NOTICE OF CONVERSION (To be executed upon conversion of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate~~) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank~~, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all to convert Warrants represented hereby into ________________________ Warrant Shares* in accordance with the ~~Securities Exchange Act~~ terms hereof. The undersigned requests that a certificate for such Warrant Shares be registered in the name of ~~1934~~___________________ whose address is _______________ and that such certificate be delivered to __________________ whose address is ________________. If said number of Warrant Shares is less than all of the Warrant Shares obtainable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrant Shares be registered in the name of _________________ whose address is _________________ and that such Warrant Certificate be delivered to __________________ whose address is_______________________. Signature: __________________________________________ (Signature must conform in all respects to name of holder as ~~amended.~~ specified on the face of the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock XXXXXXX X-0 FORM OF SERIES B WARRANT CERTIFICATE THE ~~SECURITIES IDENTIFIED HEREIN~~ WARRANTS AND SHARES REPRESENTED BY THIS SERIES B WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS ~~AMENDED (THE “SECURITIES ACT”)~~AMENDED, OR ANY APPLICABLE STATE SECURITIES ~~LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST~~ LAW AND MAY NOT BE SOLD OR ~~PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF~~ TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ~~UNLESS~~ AN EXEMPTION THEREFROM UNDER SUCH ~~TRANSACTION~~ ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, (AS AMENDED) BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A COMPLETE AND CORRECT COPY OF WHICH IS ~~EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION~~AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ~~THE TERMS~~ CERTAIN MANDATORY REDEMPTION AND ~~CONDITIONS~~ EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE ~~AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION~~ WARRANT AGREEMENT. Certificate No. B-__ [Date] EXERCISABLE ONLY ON OR BEFORE November 15, 2006 Series B Warrant Certificate This Series B Warrant Certificate (~~THE “COMPANY”~~this "Warrant Certificate") certifies that Creditanstalt-Bankverein ("Creditanstalt"), ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN~~ or registered assigns, is the registered holder of 205,000 Warrants (~~AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~the "Warrants") to purchase Common Stock or Convertible Preferred Stock of Uncle B's Bakery, ~~THE “CHARTER”~~Inc., an Iowa corporation (the "Issuer"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Issuer before 5:00 P.M., New York time, on November 15, 2006 (the "Expiration Date"), ~~THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS~~one (1) fully paid and nonassessable share of the Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to the extent set forth in the Warrant Agreement, ~~DESIGNATIONS~~at a price (the "Exercise Price") of $0.55 per Warrant payable in lawful money of the United States of America, ~~PREFERENCES AND RELATIVE PARTICIPATING~~upon surrender of this Warrant Certificate, ~~OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS~~execution of the annexed Form of Election to Purchase and payment of the Exercise Price at the office of the Issuer at 000 Xxxxxxx Xxxxxx, ~~LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN~~Xxxxxxxxx, ~~AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH~~Iowa 50075, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are or such other address as the Issuer may specify in writing to the registered ~~owner~~ holder of Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times, into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the annexed Form of Notice of Conversion which has been duly completed and signed. The Exercise Price and number of Warrant Shares purchasable upon exercise of the ~~number and~~ Warrants are subject to adjustment prior to the ~~class or series of~~ Expiration Date as set forth in the Warrant Agreement. In no event shall this Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of the ~~Company listed on Schedule A~~ Issuer (other than shares of Non-Attributable Stock) then held or previously held by or currently issuable without restriction to ~~this letter. In addition~~Creditanstalt or its Affiliates would, ~~please be advised that the Company will furnish without charge to each shareholder~~ upon issuance, represent in excess of 24.99% of the ~~Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof,~~ Equity of the ~~Company and~~ Issuer (defined in the ~~qualifications~~Warrant Agreement) unless such shares, ~~limitations or restrictions of such preferences and/or rights~~when issued, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred would constitute Non-Attributable Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in ~~Rule 144A under~~ the ~~Securities Act~~Warrant Agreement). No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date and (except as otherwise provided in the Warrant Agreement) all rights of the registered holders of the Warrants shall cease after 5:00 P.M., New York time, on the Expiration Date. The Issuer may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owners thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), ~~in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on~~ for the purpose of any exercise hereof and ~~in compliance with another exemption from~~ of any distribution to the ~~registration requirements~~ holders hereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the ~~Securities Act~~ Issuer at the Warrant Office by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the Warrant Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of July 12, 1995, (as amended) between the Issuer and ~~based on an Opinion~~ Creditanstalt Corporate Finance, Inc.. Said Warrant Agreement is hereby incorporated by reference in and made a part of ~~Counsel if~~ this instrument and is hereby referred to for a description of the ~~Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box~~rights, limitation of rights, obligations, duties and immunities thereunder of the Issuer and the holders.

Appears in 1 contract

Samples: Warrant Agreement (Uncle Bs Bakery Inc)

Signature. ~~as your name appears on the other side~~ The signature of this ~~Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that~~ Subscription Agreement is ~~a bank, stockbroker, savings and loan association or credit union meeting the requirements~~ contained as part of the ~~Transfer Agent~~applicable Subscription Package, ~~which requirements include membership or participation~~ entitled "Signature Page". A. CLEAN WATER TECHNOLOGIES, INC. DBA SHEERVISION, INC. INDIVIDUAL INVESTOR QUESTIONNAIRE Investor Name: _________________________________ To: Clean Water Technologies, Inc. The information contained in this Questionnaire is being furnished in order to determine whether the undersigned's subscription to purchase the Units described in the ~~Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as~~ Subscription Booklet may be ~~determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended~~accepted. THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF ALL INFORMATION CONTAINED IN ~~THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND~~ THIS QUESTIONNAIRE WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACTTREATED CONFIDENTIALLY. ~~SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”)~~The undersigned understands, ~~INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME~~however, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company ~~will furnish without charge~~ may present this Questionnaire to ~~each shareholder~~ such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption Units is exempt from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of ~~1933 (~~1933, as amended, or meets the ~~“Securities Act”) because */: ¨ such Series A Preferred Stock~~ requirements of applicable state securities or "blue sky" laws. Further, the undersigned understands that the offering is ~~being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred~~ required to be reported to the ~~Company; ¨ such Series A Preferred Stock is being transferred~~ Securities and Exchange Commission and to ~~a qualified institutional buyer~~ various state securities or "blue sky" regulators. IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE PAGE TO THIS QUESTIONNAIRE. I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS. [_] Individual [_] Joint Tenants (~~as defined~~ rights of survivorship) [_] Tenants in ~~Rule 144A under the Securities Act~~Common (no rights of survivorship), II. PLEASE CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO YOU. ] 1. I have an individual net worth* or joint net worth with my spouse in ~~reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred~~ excess of $1,000,000. [_] 2. I have had an individual income* in ~~reliance on and~~ excess of $200,000 in ~~compliance with another exemption from the registration requirements~~ each of the ~~Securities Act (~~last two calendar years, and ~~based on~~ I reasonably expect an ~~Opinion~~ individual income in excess of ~~Counsel if~~ $200,000 in the ~~Company so requests)~~current calendar year. ~~[INSERT NAME~~ NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF ~~TRANSFEROR] By: Date: */ Please check applicable box~~$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

Appears in 1 contract

Samples: Subscription Agreement (Clean Water Technologies Inc)

Signature. NOTICE: The above signature of the Holder hereof must correspond with the name as ~~your name appears on~~ written upon the ~~other side~~ face of ~~this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature~~ the Notes in every particular without alteration or enlargement or any change whatever. Notes Certificate Number (if applicable): Number of Notes to be repurchased (if less than all, must be ~~guaranteed~~ one Note or integral multiples in excess thereof): Social Security or Other Taxpayer Identification Number: * Include only if a Global Unit. ** Include only if not a Global Unit. The initial number of Notes evidenced by ~~an “eligible guarantor institution” that~~ this Global Note is [ ]. The following increases or decreases in this Global Note have been made: * Include only if a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedGlobal Note. * Include only if a Global Unit. ** Include only if not a Global Unit. [THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE ~~SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN~~ MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ~~ABSENCE~~ NAME OF ~~SUCH REGISTRATION~~ A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS ~~SUCH TRANSACTION~~ AND UNTIL IT IS ~~EXEMPT FROM~~EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, OR THIS SECURITY MAY NOT ~~SUBJECT TO~~BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, ~~REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND~~ A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM YORK CORPORATION (THE “~~COMPANY~~DEPOSITARY”) TO THE 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. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE ~~HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS~~REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* * Include only if a Global Purchase Contract. CUSIP No. [•] ISIN No. [•] No. ___ [Initial]* Number of Purchase Contracts: ________ This ~~letter confirms and acknowledges~~ Purchase Contract certifies that ~~you are~~ [CEDE & CO., as nominee of The Depository Trust Company]* [ ]**, or its registered assigns (the “Holder”) is the registered owner of the number ~~and~~ of Purchase Contracts set forth above[, which number may from time to time be reduced or increased as set forth on Schedule A hereto, as appropriate, in accordance with the ~~class or series~~ terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts, taken together with the number of all other Outstanding Purchase Contracts, shall not exceed [•] Purchase Contracts at any time (as automatically increased by the number of Purchase Contracts, if any, issued pursuant to the underwriters’ option to purchase additional Units described in the Prospectus)]*. Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date a number shares of ~~capital stock~~ Common Stock of the Company ~~listed~~ equal to the Mandatory Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully described on ~~Schedule A~~ the reverse hereof. Reference is hereby made to ~~this letter. In addition, please be advised that~~ the ~~Company will furnish without charge to each shareholder of~~ further provisions set forth on the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rightsreverse hereof, which ~~are fixed by~~ further provisions shall for all purposes have the ~~Charter~~same effect as if set forth at this place. ~~Any such request should be directed to the Corporate Secretary of the Company~~* Include only if a Global Unit. ~~The shares of capital stock of the Company have been~~ ** Include only if not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxGlobal Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.)

Common use of Signature Clause in Contracts