¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________
1. The Transferor owns and proposes to transfer the following:
(a) a beneficial interest in the:
(i) 144A Global Note (CUSIP __________), or
(ii) Regulation S Global Note (CUSIP __________), or
(b) a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) a beneficial interest in the:
(i) 144A Global Note (CUSIP __________), or
(ii) Regulation S Global Note (CUSIP __________), or
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name Title
1. The Transferor owns and proposed to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) a beneficial interest in the:
(i) 144A Global Security (CUSIP ), or
(ii) Regulation S Global Security (CUSIP ), or
(b) a Restricted Definitive Security.
2. After the transfer the Transferee will hold:
(a) a beneficial interest in the:
(i) 144A Global Security (CUSIP ), or
(ii) Regulation S Global Security (CUSIP ), or
(iii) Unrestricted Global Security (CUSIP ); or
(b) a Restricted Definitive Security; or
(c) an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Signet UK Finance plc 000 Xxxxxx Xxxxxx London EC4N 6EU United Kingdom Attention: [ ] [Trustee] [Address] Re: [insert description of Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Signet UK Finance plc, a public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ] [and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”...
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.
¨ Check if Transfer is Pursuant to Other Exemption. The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes and/or the Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for the benefit of the Trustee and the Company. [Insert Name of Transferor] By: Name: Title: Dated: _______________________
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the [CHECK (i), (ii) OR (iii)]:
(i) ☐ 144A Global Note (CUSIP [●]),
(ii) ☐ Regulation S Temporary Global Note (CUSIP [●]), or
(iii) ☐ Regulation S Permanent Global Note (CUSIP [●]); or
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or
(ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or
(b) ☐ a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Note ([CUSIP: [•]] [ISIN: [•]]), or
(ii) ☐ Regulation S Global Note ([CUSIP: [•]] [ISIN: [•]]), or
(iii) ☐ Unrestricted Global Note ([ ]); or
(b) ☐ a Restricted Definitive Note; or
(c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Seaspan Corporation Xxxx 0, 0xx Xxxxx Xxxx Xxxxxx 000 Xxxxxxxxx Xxxx Xxxx Xxxx Xxxx, Xxxxx Attention: Chief Financial Officer The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7E New York, NY 10286 Attention: International Corporate Trust Facsimile No.: 000-000-0000 Re: 5.50% Senior Notes due 2025 Reference is hereby made to the Indenture, dated as of October 10, 2017 (the “Base Indenture”), between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of The Xxxxxxxx Islands (the “Company”), and the Trustee, as supplemented by the Second Supplemental Indenture, dated February 14, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to t...
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ¨ a beneficial interest in the:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.00% Senior Notes due 2020 Reference is hereby made to the Indenture, dated as of May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
