Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0% CONVERTIBLE SUBORDINATED NOTES DUE 2011 Notice CuraGen Corporation (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17, 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.
Appears in 1 contract
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Concord Communications, Inc. By: /s/ Xxxxx X. Xxxxxx Melissa H. Cruz ------------------------------- Name: Xxxxx X. Xxxxxx Melissa H. Cruz Title: Executive Vice Xxxxxxxxx Xxxx President and of Business Services, Chief Financial Officer and Treasurer Accepted as of the date hereof: Bear, Xxxxxxx Stearns & Co. Inc. By: /s/ Xxxx X. Xxxxxx NameStephen Parish ------------------------------------- Xxme: Xxxx X. Xxxxxx Stephen Parish Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION CONCORD COMMUNICATIONS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.03.0% CONVERTIBLE SUBORDINATED SENIOR NOTES DUE 2011 Notice CuraGen Corporation 2023 NOTICE Concord Communications, Inc. (the “"Company”") has filed, or intends shortly to file, with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 or such other Form as may be available (the “"Shelf Registration Statement”") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Company’s 's Convertible Subordinated Senior Notes due 2011 2023 (CUSIP No. 00000XXX0206186AA6) (the “"Notes”"), and common stock, par value $0.01 per share, issuable xxxxxxxx upon conversion thereof (the “"Shares” " and together with the Notes, the “"Transfer Restricted Securities”") in accordance with the terms of the Registration Rights Agreement, dated as of February 17December 8, 2004 2003 (the “"Registration Rights Agreement”") between the Company and Bear, Xxxxxxx Stearns & Co. Inc. A copy of the Registration Rights Agreement is available from avaixxxxx xrom the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the “Notice "Election and Questionnaire Deadline”"). Beneficial Owners that do not complete and return this Notice Election and Questionnaire prior to the Notice Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.
Appears in 1 contract
Samples: Concord Communications Inc
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that With respect to any suit, action or proceeding against that may be brought in connection with the Indenture, the Notes or any Note Guarantee, if any, the Company arising out irrevocably consents to the jurisdiction of any United States federal or based upon this Agreement or New York State court sitting in the transactions contemplated hereby may be instituted in any state or federal court in Borough of Manhattan, The City of New York, the State of New YorkYork and irrevocably waives, and waives to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceedingsuit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The In connection with the Note Guarantee of Jxxxx Lxxx LaSalle Limited, Jxxxx Lang LaSalle Limited will submit to jurisdiction to substantially the same extent. Each of the Company agrees that a final judgment and Jxxxx Lxxx LaSalle Limited (i) irrevocably designates and appoints Jxxxx Lang LaSalle Incorporated, 200 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company or Jxxxx Lang LaSalle Limited, as the case may be enforced in any other court in the jurisdiction to which the Company is (mailed or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0% CONVERTIBLE SUBORDINATED NOTES DUE 2011 Notice CuraGen Corporation (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17, 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company Corporate Secretary of JLL at the address set forth herein for receipt in Section 11.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company or Jxxxx Lxxx LaSalle Limited, as the case may be, in any such suit or proceeding. To the extent that the Company or Jxxxx Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THIS NOTE The initial principal amount of indebtedness evidenced by this Note shall be ____________________. The following decreases/increases in the principal amount evidenced by this Note have been made: Total Principal Amount of this Decrease in Increase in Global Note Notation Principal Principal Follow- Made Date of Amount of Amount of ing such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Note Note Increase Trust ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, the 20th calendar day from undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------- -------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------- the receipt hereof (within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Note on the “Notice and Questionnaire Deadline”)books of the Company with full power of substitution in the premises. Beneficial Owners that do not complete and return [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any transfer of this Notice and Questionnaire Note occurring prior to the Notice and Questionnaire Deadline and deliver it to date which is the Company as provided below will not be named as Selling Securityholders in earlier of (i) the date the Shelf Registration Statement andis declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, therefore, will not be permitted to sell the undersigned confirms that without utilizing any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named general solicitation or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.general advertising that:
Appears in 1 contract
Samples: Jones Lang Lasalle Inc
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. EXECUTION VERSION Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Cell Therapeutics, Inc. By: /s/ Xxxxx /S/ XXXXX X. Xxxxxx XXXXXX Name: Xxxxx X. Xxxxxx Title: President & Chief Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. [Initial Purchaser] By: /s/ Xxxx X. Xxxxxx [Initial Purchaser Representative] Name: Xxxx X. Xxxxxx Title: Senior Managing Director EXECUTION VERSION APPENDIX A CURAGEN CORPORATION CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.06.75% CONVERTIBLE SUBORDINATED SENIOR NOTES DUE 2011 Notice CuraGen Corporation 2010 NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 6.75% Convertible Subordinated Senior Notes due 2011 2010 (CUSIP No. 00000XXX0150934 AG 2) (the “Notes”), and common stock, no par value $0.01 per share(the “Common Stock”), issuable upon conversion thereof of the Notes and the Warrants (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17November 4, 2004 2005 (the “Registration Rights Agreement”) ), between the Company and Bear, Xxxxxxx & Co. Inc. CRT Capital Group LLC. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Cell Therapeutics Inc)
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Immunomedics, Inc. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. By: /s/ Xxxx X. Xxxxxx Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxxxx Xxxxx Title: Senior Managing Director APPENDIX Appendix A CURAGEN CORPORATION IMMUNOMEDICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.03.25% CONVERTIBLE SUBORDINATED NOTES DUE 2011 Convertible Senior Notes due 2006 Notice CuraGen Corporation Immunomedics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Senior Notes due 2011 (CUSIP No. 00000XXX0) 2006 (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17January , 2004 (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice Election and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice Election and Questionnaire prior to the Notice Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.
Appears in 1 contract
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation [Company] By: /s/ Xxxxx X. Xxxxxx ____________________ Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. [Initial Purchaser]. By: /s/ Xxxx X. Xxxxxx ____________________ Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION [COMPANY] NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0__% CONVERTIBLE SUBORDINATED [SENIOR] [SUBORDINATED] NOTES DUE 2011 20__ Notice CuraGen Corporation [Company] (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s __% Convertible Subordinated [Senior] [Subordinated] Notes due 2011 20__ (CUSIP No. 00000XXX0________) (the “Notes”), and common stock, par value $0.01 [par value] per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17[Month] __, 2004 20__ (the “Registration Rights Agreement”) between the Company and Bear, Xxxxxxx & Co. Inc. [Initial Purchaser]. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th [20th] calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item Ill). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: QUESTIONNAIRE
Appears in 1 contract
Samples: Registration Rights Agreement
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Cell Therapeutics, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer VP, Finance & Administration Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. [INVESTOR] By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0% [5.75]% CONVERTIBLE SUBORDINATED SENIOR NOTES DUE 2011 Notice CuraGen Corporation NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s [5.75]% Convertible Subordinated Senior Notes due 2011 (CUSIP No. 00000XXX0[ ]) (the “Notes”), and common stock, no par value $0.01 per share(the “Common Stock”), issuable upon conversion thereof of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17December 11, 2004 2007 (the “Registration Rights Agreement”) ), between the Company and Bear, Xxxxxxx & Co. Inc. the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: QUESTIONNAIRE
Appears in 1 contract
Samples: Registration Rights Agreement (Cell Therapeutics Inc)
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation CELL THERAPEUTICS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date hereof: BearLINDEN CAPITAL PARTNERS, Xxxxxxx & Co. Inc. L.P. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION SUNRISE PARTNERS LIMITED PARTNERSHIP By: Name: Title: CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.0% CONVERTIBLE SUBORDINATED NOTES DUE 2011 Notice CuraGen Corporation NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) Shares in accordance with the terms of the Registration Rights Agreement, dated as of February 17October 31, 2004 2005 (the “Registration Rights Agreement”) between the Company ), by and Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from among the Company, Linden Capital Partners, L.P. and Sunrise Partners Limited Partnership. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities Shares pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities Shares generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted SecuritiesShares, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th 3rd calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities Shares pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities Shares are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.
Appears in 1 contract
Samples: Conversion and Placement Agreement (Cell Therapeutics Inc)
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Cell Therapeutics, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxxx, M.D. Title: President & Chief Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. [INVESTOR] By: /s/ Xxxx X. Xxxxxx [Investor Representative] Name: Xxxx X. Xxxxxx Title: Senior Managing Director APPENDIX A CURAGEN CORPORATION CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.07.5% CONVERTIBLE SUBORDINATED SENIOR NOTES DUE 2011 Notice CuraGen Corporation NOTICE Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Subordinated Senior Notes due 2011 (CUSIP No. 00000XXX0150934 AJ6) (the “Notes”), and common stock, no par value $0.01 per share(the “Common Stock”), issuable upon conversion thereof of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17April 27, 2004 2006 (the “Registration Rights Agreement”) ), between the Company and Bear, Xxxxxxx & Co. Inc. the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus.. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: QUESTIONNAIRE
Appears in 1 contract
Samples: Registration Rights Agreement (Cell Therapeutics Inc)
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state State or federal Federal court in The City the city of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation Synaptics Incorporated By: /s/ Xxxxx X. Xxxxxx Russell J. Knittel ------------------------------ Name: Xxxxx X. Russell J. Knittel Txxxx: Xxxxxx Title: Executive Vice Xxxx President and Chief Financial Officer Accepted as of the date hereof: Bear, Xxxxxxx Stearns & Co. Inc. By: /s/ Xxxx X. Xxxxxx Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxx Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A CURAGEN CORPORATION NOTICE SYNAPTICS INCORPORATED FORM OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION NOTICE AND QUESTIONNAIRE 4.00.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011 Notice CuraGen Corporation 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the “"Notes") of Synaptics Incorporated (the "Company”" or "Registrant") or Common Stock, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed, filed or intends shortly to file, file with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 or such other Form as may be available (the “"Shelf Registration Statement”") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”)Registrable Securities, and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of February 17December 7, 2004 (the “"Registration Rights Agreement”) "), between the Company and Bear, Xxxxxxx & Co. Inc. the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the CompanyCompany upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. To Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Transfer Restricted Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Registrable Securities generally will be required to be named as a Selling Securityholder selling securityholder in the related Prospectusprospectus, deliver a Prospectus prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Registrable Securities Act and be bound by those the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as provisions described below). To be included in the Shelf Registration Statement, Beneficial owners that do not complete this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders selling securityholders in the Shelf Registration Statement and, therefore, prospectus and therefore will not be permitted to sell any Transfer Restricted Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectusprospectus. Accordingly, holders and beneficial owners of Transfer Restricted Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectusprospectus.
Appears in 1 contract
Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, CuraGen Corporation ACQUICOR TECHNOLOGY INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Title: Executive Vice President Chairman and Chief Financial Executive Officer Accepted as of the date hereof: Bear, Xxxxxxx & Co. Inc. CRT CAPITAL GROUP LLC By: /s/ Xxxx X. Xxxxxx Xxxxxxxxxxx Xxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxxxx Xxxxx Title: Senior Managing Director XXXXXXX & COMPANY, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director APPENDIX A CURAGEN CORPORATION NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 4.08% CONVERTIBLE SUBORDINATED SENIOR NOTES DUE 2011 Notice CuraGen Corporation SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial holder (the “Selling Security Holder”) of 8% Convertible Senior Notes due 2011 (the “Notes”) of Acquicor Technology Inc. ( the “Company”) or shares of common stock, par value $0.0001, of the Company issuable upon conversion of the Notes (together with the Notes, the “Registrable Securities”), understands that the Company has filed, filed or intends shortly to file, file with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) Registrable Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Agreement”), dated as of February 17December 19, 2004 (the “Registration Rights Agreement”) 2006 between the Company and Bear, Xxxxxxx & Co. Inc. the Initial Purchasers named therein. A copy of the Registration Rights Agreement is available from the CompanyCompany upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. To In order to sell or otherwise dispose of any Transfer Restricted Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Registrable Securities generally will be required to be named as a Selling Securityholder selling security holder in the related Prospectusprospectus, deliver a Prospectus the prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Registrable Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described belowprovisions thereof). To be In order to have Registrable Securities included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “specified below ON OR BEFORE ●, 2007. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire Deadline”)(i) will not be named as selling security holders in the Shelf Registration Statement and (ii) may not use the related prospectus for resales of Registrable Securities. Beneficial Owners that do not owners are encouraged to complete and return deliver this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to effectiveness of the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder selling security holders in the Shelf Registration Statement and the related Prospectusprospectus. Accordingly, holders and beneficial owners of Transfer Restricted Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder selling security holder in the Shelf Registration Statement and the related Prospectusprospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Acquicor Technology Inc)
