Common use of Certifying Signature Clause in Contracts

Certifying Signature. Notes: 2 A representative of the Noteholder should state the capacity in which he signs e.g. executor. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE TEMPORARY GLOBAL CERTIFICATE AS THE SCHEDULE.] This is to certify that, since the Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), we have received as of the date hereof in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to principal amount of the Notes represented by the Temporary Global Certificate (our “Member Organisations”) certificates substantially to the effect set out in the Agency Agreement. We further certify (a) that we are not making available herewith for exchange (or, if relevant, exercise of any rights of collection of any interest) any portion of such Temporary Global Certificate excepted in such certificates and (b) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisation with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings. Yours faithfully, [Euroclear Bank SA/NV] or [Clearstream Banking S.A.] By: Dated: * *Not earlier than the certification event to which the certificate relates. Since the above captioned Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), this is to certify that, except as set forth below, the Notes held by you for our account are beneficially owned by (1) non-

Appears in 2 contracts

Sources: Agency Agreement, Agency Agreement

Certifying Signature. Notes: 2 A representative In connection with any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the Noteholder should state date of original issuance of such Notes and the capacity in last date, if any, on which he signs e.g. executor. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE TEMPORARY GLOBAL CERTIFICATE AS THE SCHEDULE.] This is to certify that, since the Notes are were owned by the Issuer or any Affiliate of the category contemplated Issuer, the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and: CHECK ONE BOX BELOW ☐ to the Issuer or any Subsidiary; or ☐ pursuant to an effective registration statement under the Securities Act; or ☐ pursuant to and in compliance with Rule 903(b)(3) of 144A under the Securities Act; or ☐ pursuant to and in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), we have received as ; or ☐ pursuant to another available exemption from the registration requirements of the date hereof in writingSecurities Act. Unless one of the boxes is checked, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled the Registrar will refuse to principal amount register any of the Notes represented evidenced by the Temporary Global Certificate (our “Member Organisations”) certificates substantially to the effect set out this certificate in the Agency Agreement. We further certify (a) that we are not making available herewith for exchange (or, if relevant, exercise name of any rights of collection of any interestperson other than the registered Holder thereof; provided, however, that if box (3) any portion of is checked, by executing this form, the Transferor is deemed to have certified that such Temporary Global Certificate excepted Notes are being transferred to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who has received notice that such certificates transfer is being made in reliance on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to an offer and (b) sale that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisation with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certificate is required in connection with certain securities laws of occurred outside the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened States in connection compliance with which this certificate is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings. Yours faithfully, [Euroclear Bank SA/NV] or [Clearstream Banking S.A.] By: Dated: * *Not earlier than the certification event to which the certificate relates. Since the above captioned Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act Act; and if box (5) is checked and the transfer does not exclusively involve an Unrestricted Global Note, the Registrar may require, prior to registering any such transfer of 1933the Notes, such legal opinions, certifications and other information as amended the Issuer reasonably requests to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (Participant in a recognized signature guarantee medallion program) Certifying Signature: ________________________ Date: _____________________ Signature Guarantee: (Participant in a recognized signature guarantee medallion program) If you want to elect to have this Note or a portion thereof repurchased pursuant to Section 4.09 or 4.11 of the Indenture, check the box: … If the purchase is in part, indicate the portion (in denominations of £59,000 or any integral multiple of £1 in excess thereof) to be purchased: (Sign exactly as your name appears on the other side of this Note) Date: Certifying Signature: ______________________________ The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following Such Decrease/ Increase Notation Made by or on Behalf of Registrar (Transfers pursuant to § 2.06(b)(ii) of the Indenture) The Bank of New York Mellon, London Branch ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: Manager, Trustee Administration Re: Fixed Rate Senior Secured Notes due 2020 (the “Securities ActNotes”) Reference is hereby made to the Indenture dated as of [•], 2015 (the “Indenture”) among, inter alios, TIG ▇▇▇▇▇ plc, a public limited company incorporated under the laws of England, as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon, London Branch, as Security Agent. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to £ aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note (Common Code No. [ ]; ISIN No: [ ]) with the Common Depositary in the name of [name of transferor](the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (Common Code No. [ ]; ISIN No. [ ]). In connection with such request, this is to the Transferor does hereby certify that, except as that such transfer has been effected in accordance with the transfer restrictions set forth below, in the Notes held by you for our account are beneficially owned by (1) non-and:

Appears in 1 contract

Sources: Indenture (Portishead Insurance Management LTD)

Certifying Signature. Notes: 2 A representative of the Noteholder should state the capacity in which he signs e.g. executor. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE TEMPORARY PERMANENT GLOBAL CERTIFICATE AS THE SCHEDULE.] Schedule 1 Part F‌ This Temporary Global Certificate is to certify that, since issued in respect of the Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities ActNotes”) of the Tranche and Series specified in the Schedule hereto of Holcim Finance US LLC and guaranteed by Holcim Ltd (the “Guarantor”), we have received . This Temporary Global Certificate certifies that the person whose name is entered into the Register (the “Registered Holder”) is registered in the Register as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. References in this Temporary Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 3 August 2023 between the Issuer, the Guarantor, Citibank, N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this Temporary Global Certificate (including the supplemental definitions and any modifications or additions set out in the Schedule hereto which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement. The Issuer, for value received, promises to pay to the Registered Holder of the Notes represented by this Temporary Global Certificate upon surrender of this Temporary Global Certificate on the Maturity Date (or on such earlier date hereof as the amount payable upon redemption under the Conditions may become payable in writingaccordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Temporary Global Certificate and (unless the Notes represented by this Temporary Global Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, by tested telex or by electronic transmission from member organisations appearing on the dates for payment, and in our records as persons being entitled to principal accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Temporary Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except for 25 December and 1 January. Prior to the Exchange Date (as defined below), all payments (if any) on this Temporary Global Certificate (our “Member Organisations”) certificates substantially will only be made to the effect Registered Holder and delivery of any assets will only be made in accordance with the Conditions to the extent that there is presented to the Registrar by Euroclear or Clearstream, Luxembourg a certificate, substantially in the form set out in the Agency Agreement. We further certify (a) that we are not making available herewith for exchange (orSchedule A hereto, if relevant, exercise of any rights of collection of any interest) any portion of such Temporary Global Certificate excepted in such certificates and (b) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisation with it has received from or in respect of a person entitled to any portion a particular nominal amount of the part submitted herewith for exchange Notes (or, if relevant, exercise as shown by its records) a certificate in or substantially in the form of any rights or collection of any interest) are no longer true and canthe Accountholder’s Certification as set out in Schedule B hereto. The Registered Holder will not be relied entitled to receive any payment of interest due on or after the Exchange Date unless upon as due certification exchange of this Temporary Global Certificate is improperly withheld or refused. On or after the date hereof. We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings. Yours faithfully, [Euroclear Bank SA/NV] or [Clearstream Banking S.A.] By: Dated: * *Not earlier than the certification event to which the certificate relates. Since the above captioned Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities ActExchange Date)) which is 40 days after the [Issue Date] this Temporary Global Certificate may be exchanged in whole or in part (free of charge) for a Permanent Global Certificate in or substantially in the form set out in Schedule 1 Part E of the Agency Agreement upon notice being given by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this is to certify that, except as set forth below, the Notes held by you for our account are beneficially owned by (1) non-Temporary Global Certificate.

Appears in 1 contract

Sources: Agency Agreement

Certifying Signature. Notes: 2 A representative In connection with any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the Noteholder should state date of original issuance of such Notes and the capacity in last date, if any, on which he signs e.g. executor. [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE TEMPORARY GLOBAL CERTIFICATE AS THE SCHEDULE.] This is to certify that, since the Notes are were owned by the Issuer or any Affiliate of the category contemplated Issuer, the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and: CHECK ONE BOX BELOW ☐ to the Issuer or any Subsidiary; or ☐ pursuant to an effective registration statement under the Securities Act; or ☐ pursuant to and in compliance with Rule 903(b)(3) of 144A under the Securities Act; or ☐ pursuant to and in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), we have received as ; or ☐ pursuant to another available exemption from the registration requirements of the date hereof in writingSecurities Act. Unless one of the boxes is checked, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled the Registrar will refuse to principal amount register any of the Notes represented evidenced by the Temporary Global Certificate (our “Member Organisations”) certificates substantially to the effect set out this certificate in the Agency Agreement. We further certify (a) that we are not making available herewith for exchange (or, if relevant, exercise name of any rights of collection of any interestperson other than the registered Holder thereof; provided, however, that if box (3) any portion of is checked, by executing this form, the Transferor is deemed to have certified that such Temporary Global Certificate excepted Notes are being transferred to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who has received notice that such certificates transfer is being made in reliance on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to an offer and (b) sale that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisation with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certificate is required in connection with certain securities laws of occurred outside the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened States in connection compliance with which this certificate is or would be relevant, we irrevocably authorise you to produce this certificate to any interested party in such proceedings. Yours faithfully, [Euroclear Bank SA/NV] or [Clearstream Banking S.A.] By: Dated: * *Not earlier than the certification event to which the certificate relates. Since the above captioned Notes are of the category contemplated in Rule 903(b)(3) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), this ; and if box (5) is to certify that, except as set forth belowchecked and the transfer does not exclusively involve an Unrestricted Global Note, the Notes held by Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer reasonably requests to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Signature Guarantee: (Participant in a recognized signature guarantee medallion program) Certifying Signature: ________________________ Date: _____________________ Signature Guarantee: (Participant in a recognized signature guarantee medallion program) If you for our account are beneficially owned by want to elect to have this Note or a portion thereof repurchased pursuant to Section 4.09 or 4.11 of the Indenture, check the box: … If the purchase is in part, indicate the portion (1in denominations of £50,000 or any integral multiple of £1 in excess thereof) non-to be purchased:

Appears in 1 contract

Sources: Indenture (Townfrost LTD)