Common use of Additional Rights of Holders of Transfer Restricted Securities Clause in Contracts

Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Transfer Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement, dated as of the date hereof, among the Company, the Subsidiary Guarantors and the Initial Purchasers. ▇▇. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Pursuant to Section 2.06(a)(1) of the Indenture) State Street Bank and Trust Company 225 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇are, 23rd ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇: 10 3/4% Senior Subordinated Notes due 2008 of Albecca Inc. Reference is hereby made to the Indenture, dated as of August 11, 1998 (the "Indenture"), between Albecca Inc., a Georgia corporation (the "Company"), the Subsidiary Guarantors named therein, together with any other subsidiary that executes a Subsidiary Guarantee and State Street Bank and Trust Company as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $ _______________ principal amount of Notes which are evidenced by one or more Rule 144A Global Notes and held with the Depositary in the name of ________________ (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both. In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor hereby further certifies that: (1) The offer of the Notes was not made to a person in the United States; (2) either: (a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S;

Appears in 1 contract

Sources: Indenture (Albecca Inc)

Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Transfer Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement, dated as . The Company will furnish to any Holder upon written request and without charge a copy of the date hereof, among Indenture and/or the Company, the Subsidiary Guarantors and the Initial PurchasersRegistration Rights Agreement. ▇▇. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance Requests may be placed only on the other identification numbers placed thereon. FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Pursuant to Section 2.06(a)(1) of the Indenture) State Street Bank and Trust Company 225 made to: Lomak Petroleum, Inc. 500 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇are, 23rd ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2104 Fort Worth, Texas 76102 Attn: 10 3/4% Senior Subordinated President ## CT01/SCHIJ/68118.34 A-6 72 SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITIES The following exchanges of this Global Security for Definitive Securities have been made: Amount of Principal Amount decrease in Amount of increase of this Global Signature of Principal Amount in Principal Security following authorized officer of of this Global Amount of this such decrease or Trustee or Notes due 2008 Date of Albecca Exchange Security Global Security increase Custodian ---------------------------------------------------------------------------------------------------- ## CT01/SCHIJ/68118.34 A-7 73 FORM OF ELECTION TO CONVERT I (we) hereby irrevocably exercise the option to convert this Note, or the portion below designated, into shares of Common Stock of Lomak Petroleum, Inc. Reference is hereby made in accordance with the terms of the Indenture referred to in this Note, and direct that the Indenture, dated as of August 11, 1998 (the "Indenture"), between Albecca Inc., a Georgia corporation (the "Company"), the Subsidiary Guarantors named thereinshares issuable and deliverable upon conversion, together with any other subsidiary that executes a Subsidiary Guarantee and State Street Bank and Trust Company as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them check in payment for fractional shares, be issued in the Indenturename of and delivered to the undersigned registered Holder hereof, unless a different name has been indicated in the assignment below. This letter relates If shares are to $ be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Portion of this Note to be converted (if partial conversion, $1,000 or an integral multiple thereof): $_______________ principal amount of Notes which are evidenced by one or more Rule 144A Global Notes and held with the Depositary in the name of ________________ (If shares of Common Stock are to be issued and registered otherwise than to the "Transferor"). The Transferor has requested a transfer registered Holder named above, please print the name and address, including zip code, and social security or other taxpayer identification number of the person to whom such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such transfer, Common Stock is to be held with the Depositary through Euroclear or Cedel or bothissued. In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor hereby further certifies that: (1) The offer of the Notes was not made to a person in the United States; (2) either: (a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S;___________________________________________ ___________________________________________ ___________________________________________

Appears in 1 contract

Sources: Indenture (Lomak Petroleum Inc)

Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes Debentures under the Indenture, Holders of Transfer Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement, dated as . The Company will furnish to any Holder upon written request and without charge a copy of the date hereof, among Indenture and/or the Company, the Subsidiary Guarantors and the Initial PurchasersRegistration Rights Agreement. ▇▇. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance Requests may be placed only on the other identification numbers placed thereonmade to: DIAGNOSTIC/RETRIEVAL SYSTEMS, INC. FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Pursuant to Section 2.06(a)(1) of the Indenture) State Street Bank and Trust Company 225 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇are, 23rd ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇Attn: 10 3/4% Senior Subordinated Notes due 2008 President SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITIES The following exchanges of Albecca this Global Security for Definitive Securities have been made: Amount of Principal Signature decrease in Amount of Amount of of Principal increase in this Global authorized Amount of Principal Security officer of Date of this Global Amount of following Trustee or Exchange Security this Global such Debentures Security decrease or Custodian increase FORM OF ELECTION TO CONVERT I (we) hereby irrevocably exercise the option to convert this Debenture, or the portion below designated, into shares of Common Stock of Diagnostic/Retrieval Systems, Inc. Reference is hereby made in accordance with the terms of the Indenture referred to in this Debenture, and direct that the Indenture, dated as of August 11, 1998 (the "Indenture"), between Albecca Inc., a Georgia corporation (the "Company"), the Subsidiary Guarantors named thereinshares issuable and deliverable upon conversion, together with any other subsidiary that executes a Subsidiary Guarantee and State Street Bank and Trust Company as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them check in the Indenture. This letter relates to $ _______________ principal amount of Notes which are evidenced by one or more Rule 144A Global Notes and held with the Depositary payment for fractional shares, be issued in the name of ________________ (and delivered to the "Transferor"). The Transferor undersigned registered Holder hereof, unless a different name has requested a transfer of such beneficial interest been indicated in the Notes assignment below. If shares are to a Person who will take delivery thereof be issued in the form name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Portion of this Debenture to be converted (if partial conversion, $1,000 or an equal principal amount integral multiple thereof): $ If shares of Notes evidenced by one Common Stock are to be issued and registered otherwise than to the registered Holder named above, please print the name and address, including zip code, and social security or more Regulation S Global Notes, which amount, immediately after other taxpayer identification number of the person to whom such transfer, Common Stock is to be held with the Depositary through Euroclear or Cedel or both. In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor hereby further certifies that: (1) The offer of the Notes was not made to a person in the United States; (2) either: (a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S;issued.

Appears in 1 contract

Sources: Indenture (Diagnostic Retrieval Systems Inc)

Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes Securities under the Indenture, Holders of Transfer Restricted Securities (as defined in the Registration Rights Agreement) shall have all the rights set forth in the Registration Rights Agreement, dated as of the date hereofIssue Date (the "Registration Rights Agreement"), among the Company, the Subsidiary Guarantors named therein and the Initial Purchasers. THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUEST MAY BE MADE TO: VARCO INTERNATIONAL, INC. ▇▇. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Pursuant to Section 2.06(a)(1) of the Indenture) State Street Bank and Trust Company 225 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HOUSTON, ▇▇▇▇▇▇▇ ▇▇▇areTEXAS 77051 ATTENTION: GENERAL COUNSEL FORM OF NOTATION ON SECURITY RELATING TO GUARANTEES Each Guarantor (which term includes any successor Person under the Indenture), 23rd ▇▇▇has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under the Indenture and the Securities by the Company. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantees and the Indenture are expressly set forth in Article 9 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantees. VARCO I/P, INC. TUBO-FGS, LLC TUBOSCOPE (HOLDING U.S.) INC. FIBER GLASS SYSTEMS HOLDINGS, LLC FIBER GLASS SYSTEMS, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇: 10 3/4% Senior Subordinated Notes due 2008 of Albecca Inc. Reference is hereby made to the Indenture, dated as of August 11, 1998 (the "Indenture"), between Albecca Inc., a Georgia corporation (the "Company"), the Subsidiary Guarantors named therein, together with any other subsidiary that executes a Subsidiary Guarantee and State Street Bank and Trust Company as trustee (the "Trustee")LP QUALITY TUBING INC TUBOSCOPE PIPELINE SERVICES INC. Capitalized terms used but not defined herein shall have the meanings given to them in the IndentureENVIRONMENTAL PROCEDURES INC. This letter relates to $ By:________________________ principal amount of Notes which are evidenced by one or more Rule 144A Global Notes and held with the Depositary ASSIGNMENT FORM To assign this Security, fill in the name of form below: (I) or (we) assign and transfer this Security to ___________________________ _______________________________________________________________________________ (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one Insert assignee's social security or more Regulation S Global Notes, which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both. In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor hereby further certifies that: (1tax I.D. number) The offer of the Notes was not made to a person in the United States; (2) either: (a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S;_______________________________________________________________________________

Appears in 1 contract

Sources: Indenture (Fiber Glass Systems Lp)