Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ 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 and the Guarantor. 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. Thermo ▇▇▇▇▇▇ Scientific Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “Guarantor”) 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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Thermo Fisher Scientific Inc.), Indenture (Thermo Fisher Scientific (Finance I) B.V.)

¨ 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 and the GuarantorCompany. 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. Thermo ▇▇Tyco International plc ▇▇▇▇ Scientific Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. , ▇▇▇▇▇▇▇▇▇ [Trustee] , Cork, Ireland Attn: General Counsel [Address of Trustee] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V.Tyco International plc, a private an Irish public limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc.Tyco Fire & Security Finance S.C.A., a Delaware Luxembourg partnership limited by shares (“Tyco SCA”), Tyco International Finance S.A., a Luxembourg company (the GuarantorTIFSA”) and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and Insert date]][and the Board Resolution adopted [Insert date]][and the Officer’s Certificate dated as of [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Tyco International Finance S.A.), Indenture (Tyco International Finance S.A.)

¨ 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 and the GuarantorCompany. Dated: [Insert Name of Transferor] By: Name: 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. Thermo ▇▇▇▇▇▇ Scientific Inc. ▇▇▇ ▇▇Signet UK Finance plc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ London EC4N 6EU United Kingdom Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [ ] [Trustee] [Address of TrusteeAddress] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo ▇▇▇▇▇▇ Scientific (Signet UK Finance I) B.V.plc, a private public limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands England and Wales (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company the guarantors party thereto (the “GuarantorGuarantors”) 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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 2 contracts

Sources: Indenture (Signet Jewelers LTD), Indenture (Sterling Jewelers LLC)

¨ 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 Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Bonds or Restricted Definitive Securities Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. Dated: ____________________________ [Insert Name of Transferor] By: ________________________ Name: Title:: Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), Bond or (ii) ¨ Regulation S Permanent Global Security Bond, or (CUSIP )iii) Regulation S Temporary Global Bond, or (b) ¨ a Restricted Definitive SecurityBond. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP )Bond, or (ii) ¨ Regulation S Permanent Global Security (CUSIP )Bond, or (iii) ¨ Regulation S Temporary Global Bond, or (iv) Unrestricted Global Security (CUSIP )Bond; or (b) ¨ a Restricted Definitive SecurityBond; or (c) ¨ an Unrestricted Definitive SecurityBond, in accordance with the terms of the Indenture. Thermo The Peoples Gas Light and Coke Company ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Scientific Inc. ▇▇▇▇▇ Chicago, Illinois 60601 U.S. Bank National Association U.S. Bank Trust Center ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] , Minnesota 55101 Re: [insert description of the Securities] Ladies 4.625% First and GentlemenRefunding Mortgage Bonds, Series NN-1 due May 1, 2013 Reference is hereby made to the Indenture, Supplemental Indenture dated as of April 15, 2003, among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V.between The Peoples Gas Light and Coke Company, a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands as issuer (the "Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “Guarantor”") and , a U.S. Bank National Association, 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 exchange the Security Bond[s] or Securities or interest[s] interest in such Security or Securities Bond[s] specified herein, in the principal amount of $ $____________ in such Security Bond[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Sources: Supplemental Indenture (Peoples Energy Corp)

¨ 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 and the GuarantorCompany. Dated: [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposed proposes 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. Thermo The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ Scientific Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇, ▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V.The ADT Corporation, a private limited liability Delaware company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇and ▇▇▇▇▇ Scientific Inc.Fargo Bank, a Delaware company (the “Guarantor”) and , a National Association, 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 exchange 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”). In connection with the TransferExchange, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (ADT Corp)

¨ 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 and the GuarantorCompany. 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 Afterthe 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. Thermo Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ Scientific Inc. ▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] The Managing Directors [Address of Trustee] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Thermo ▇▇▇▇▇▇ Scientific (Tyco International Finance I) B.V.S.A., a private limited liability Luxembourg company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc.Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Delaware company Luxembourg partnership limited by shares (the GuarantorTyco SCA) ), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (TYCO INTERNATIONAL PLC)

¨ 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 and the GuarantorCompany. 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. Thermo NetApp, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Scientific Inc. ▇▇▇▇▇ Attention: Treasurer U.S. Bank National Association Corporate Trust Services ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of December 12, 2012 between NetApp, among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “GuarantorCompany”) and , a U.S. Bank National Association, 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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (NetApp, Inc.)

¨ 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 U.S. Securities Act other than Rule 144A, Regulation S and 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 U.S. Legend are not required to be imposed on the beneficial interest of the Transferor in order to maintain compliance with the U.S. Securities Act. Upon consummation In connection with requests for transfers pursuant to item 3, the Transferor must deliver to the Trustee an opinion of counsel of recognized standing in form and substance satisfactory to the Trustee and reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest U.S. Securities Act 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 Indenturestate securities laws. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCorporation. Dated: [Insert Name of Transferor] By: Name: Title:] 1. The Transferor owns and proposed proposes 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 SecurityPhysical Debenture. 2. After the transfer Transfer, the Transferee will hold: :  (a) ¨ a Restricted Physical Debenture  (b) a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ the Unrestricted Global Security (Debenture CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture ▇.▇. Thermo ▇▇▇▇▇▇ Scientific Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Calgary, Alberta T3C 3W2 Attention: Chief Executive Officer ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Attention: ▇▇▇▇ ▇. (CUSIP ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, ▇) Reference is hereby made to the Indenture, dated as of June 21, , among Thermo ▇▇▇▇▇▇ Scientific 2018 (Finance I) B.V., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “Guarantor”) and , a , as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”), between Vogogo Inc., as issuer (the “Corporation”), and AST Trust Company (Canada), 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 transfer exchange the Security Debentures or Securities or interest[s] interests in such Security or Securities Debentures specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:  1. Exchange of Restricted Physical Debentures for a Beneficial Interest in an Unrestricted Global Debenture. In connection with the Owner’s Exchange of a Restricted Physical Debenture for a beneficial interest in an Unrestricted Global Debenture in an equal principal amount, the Owner hereby certifies (i) the interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Physical Debentures and pursuant to and in accordance with the Securities Act of 1933, as amended (the “U.S. Securities Act”), (iii) the Owner has delivered an opinion of counsel of recognised standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the restrictions on transfer contained in the Indenture and the U.S. Legend are not required to be imposed on the beneficial interest of the Owner in order to maintain compliance with the U.S. Securities Act and (iv) the interest in an Unrestricted Global Debenture is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. In connection with requests for Exchanges pursuant to item 1, the Owner must deliver to the Trustee an opinion of counsel of recognized standing in form and substance satisfactory to the Trustee and reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the Securities Act or state securities laws. This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation. [Name of Owner] ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Calgary, Alberta T3C 3W2 And the Underwriters and U.S. Affiliates referred to in the U.S. Placement Memorandum referred to below Dear Sirs and Mesdames: In connection with our proposed purchase of 8% Extendible Convertible Debenture Units (the “Units”) of Vogogo Inc. (the “Corporation”) from the Underwriters, acting through the U.S. Affiliates, in reliance upon Rule 144A, we confirm and agree as follows: • We understand and acknowledge that, unless otherwise defined, terms used herein have the meanings given to them in the U.S. Placement Memorandum to which this letter relates. • We are authorized to consummate the purchase of the Units. □ • We understand and acknowledge that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States, and that the offer and sale of Securities to us is being made in reliance upon Rule 144A under the U.S. Securities Act. • We are a “qualified institutional buyer” as defined in Rule 144A (a “Qualified Institutional Buyer”) and are acquiring the Units for our own account or for the account of one or more Qualified Institutional Buyers with respect to which we exercise sole investment discretion, for investment purposes, and not with a view to any resale, distribution or other disposition of the Securities in violation of United States federal or state securities laws. • We acknowledge that we have not purchased the Units as a result of any “general solicitation” or “general advertising” (as such terms are used in Regulation D under the U.S. Securities Act), including, without limitation, advertisements, articles, notices or other communications published on the internet or in any newspaper, magazine or similar media, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. • We understand and acknowledge that (i) the Securities will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, (ii) in reliance on our agreement made herein, on our own behalf and on behalf of any investor account for which we are purchasing Securities, the Securities will not be represented by certificates that bear a U.S. restrictive legend or identified by a restricted CUSIP number, and (iii) the Securities may not and will not be offered, sold, pledged or otherwise transferred, directly or indirectly, except: (a) to the Corporation; or (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S Securities Act and in compliance with applicable Canadian local laws and regulations,

Appears in 1 contract

Sources: Convertible Debenture Indenture

¨ 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 applicable 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 Certificated Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend applicable legend printed on the Restricted Global Securities or Restricted Definitive Certificated Securities and in the Indenture. 4. ¨ Check if Transfer is to the Company or any of its Subsidiaries. The transfer is being effected in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorGuarantors. Dated: [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security offered and sold pursuant to Rule 144A (CUSIP ), or (ii) ¨ Global Security offered and sold pursuant to Regulation S Global Security (CUSIP ), or (b) ¨ a Restricted Definitive Certificated Security. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security offered and sold pursuant to Rule 144A (CUSIP ), or (ii) ¨ Global Security offered and sold pursuant to Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Certificated Security; or (c) ¨ an Unrestricted Definitive Certificated Security, in accordance with the terms of the Indenture. Thermo Anheuser-▇▇▇▇▇ InBev Finance Inc. attn: Treasurer ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇Scientific Inc. ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Anheuser-▇▇▇▇▇ InBev ▇▇/▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: , ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Reference is hereby made to the Indenture, dated as of January 25, 2016 (as supplemented to the date hereof, the “Indenture”), among Thermo ▇Anheuser-▇▇▇▇▇ Scientific (InBev Finance I) B.V.Inc., a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands as issuer (the “Company”), Thermo ▇Anheuser-▇▇▇▇▇ Scientific Inc.InBev SA/NV, a Delaware company as parent guarantor (the “Parent Guarantor”) ), the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, a N.A., as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to transfer exchange the Security Note[s] or Securities or interest[s] beneficial interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Sources: Indenture (Anheuser-Busch InBev S.A.)

¨ 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 and the GuarantorCompany. 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 CUSIP), or (ii) ¨ Regulation S Global Security (CUSIP 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 CUSIP), or (ii) ¨ Regulation S Global Security (CUSIP CUSIP), or (iii) ¨ Unrestricted Global Security (CUSIP CUSIP); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Thermo Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ Scientific Inc. ▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] The Managing Directors [Address of Trustee] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Thermo ▇▇▇▇▇▇ Scientific (Tyco International Finance I) B.V.S.A., a private limited liability Luxembourg company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc.Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Delaware company Luxembourg partnership limited by shares (the GuarantorTyco SCA) ), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (TYCO INTERNATIONAL PLC)

¨ 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 Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Bonds or Restricted Definitive Securities Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. Dated: _____________________________________ [Insert Name of Transferor] By: __________________________________ Name: Title:Title Dated: _______________________ 1. The Transferor owns and proposed proposes to transfer the following: [CHECK ONE OF (a) OR (b)]: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), Bond or (ii) ¨ Regulation S Permanent Global Security Bond, or (CUSIP )iii) Regulation S Temporary Global Bond, or (b) ¨ a Restricted Definitive SecurityBond. 2. After the transfer Transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP )Bond, or (ii) ¨ Regulation S Permanent Global Security (CUSIP )Bond, or (iii) ¨ Regulation S Temporary Global Bond, or (iv) Unrestricted Global Security (CUSIP )Bond; or (b) ¨ a Restricted Definitive SecurityBond; or (c) ¨ an Unrestricted Definitive SecurityBond, in accordance with the terms of the Indenture. Thermo The Peoples Gas Light and Coke Company ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Scientific Inc. ▇▇▇▇▇ Chicago, Illinois 60601 U.S. Bank National Association U.S. Bank Trust Center ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] , Minnesota 55101 Re: [insert description of the Securities] Ladies 4% First and GentlemenRefunding Mortgage Bonds, Series MM-1 due March 1, 2010 Reference is hereby made to the Indenture, Supplemental Indenture dated as of February 15, 2003, among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V.between The Peoples Gas Light and Coke Company, a private limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands as issuer (the "Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “Guarantor”") and , a U.S. Bank National Association, 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 exchange the Security Bond[s] or Securities or interest[s] interest in such Security or Securities Bond[s] specified herein, in the principal amount of $ $____________ in such Security Bond[s] or Securities or interest[s] interests (the "Exchange"). In connection with the TransferExchange, the Transferor Owner hereby certifies that:

Appears in 1 contract

Sources: Supplemental Indenture (Peoples Energy Corp)

¨ 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 and the GuarantorCompany. 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; Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. Thermo ▇▇▇▇▇▇ Scientific Inc. ▇Tyco Electronics Group S.A. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇L-1648 Luxembourg Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] [Address of Trustee] The Managing Directors Deutsche Bank Trust Company Americas, as trustee One Columbus Circle Floor 4S New York, New York 10019 Attention: Trust & Securities Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V.Tyco Electronics Group S.A., a private limited liability Luxembourg company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc.TE Connectivity plc, a Delaware public limited company incorporated under the laws of Ireland (“Parent Guarantor”), TE Connectivity Switzerland Ltd., a Swiss company (the Additional Guarantor”) ), and , a Deutsche Bank Trust Company Americas, 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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (Tyco Electronics Group S.A.)

¨ 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 and the GuarantorCompany. 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. Thermo Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ Scientific Inc. ▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ [Trustee] The Managing Directors [Address of Trustee] Re: [insert Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , [Insert date], among Thermo ▇▇▇▇▇▇ Scientific (Tyco International Finance I) B.V.S.A., a private Luxembourg public limited liability company incorporated under the laws of The Netherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc.Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Delaware company Luxembourg partnership limited by shares (the GuarantorTyco SCA) ), and [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and Insert date]][and the Board Resolution adopted [Insert date]] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , [Insert owner] (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”). In connection with the Transfer, the Transferor hereby certifies that:

Appears in 1 contract

Sources: Indenture (TYCO INTERNATIONAL PLC)