¨ 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 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 2 contracts
Sources: Indenture (ADT, Inc.), Indenture (ADT, 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 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuers. Dated: [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP [●]), or
(ii) ☐ Regulation S Global Security Note (CUSIP [●]); , or
(b) ☐ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP [●]), or
(ii) ☐ Regulation S Global Security Note (CUSIP [●]), or
(iii) ☐ IAI Global Note (CUSIP [●]), or
(iv) Unrestricted Global Security Note (CUSIP [●]); , or
(b) ☐ a Restricted Definitive SecurityNote; or
(c) ☐ an Unrestricted a Restricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation NGL Energy Partners LP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Tulsa, Oklahoma 74136 U.S. Bank Trust Company, National Association ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Suite 800 Dallas, TX 75240 Attention: Corporate Trust Services Attention: Global Corporate Trust Services Re: [insert description of the Securities8.125% Senior Secured Notes due 2029 CUSIP: ][8.375% Senior Secured Notes due 2032 CUSIP: ] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of February 2, among The ADT Corporation, a Delaware company 2024 (the “CompanyIndenture”), among NGL Energy Operating LLC and ▇▇▇▇▇ Fargo BankNGL Energy Finance Corp., as issuers (the “Issuers”), the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)collateral agent. 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 Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 2 contracts
Sources: Supplemental Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)
¨ 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 Note will not no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyIssuer. Dated: B-3 [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP ___________), or
(ii) ☐ Regulation S Global Security Note (CUSIP ____________); or
(b) ☐ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP __________), or
(ii) ☐ Regulation S Global Security Note (CUSIP _________), or
(iii) ☐ Unrestricted Global Security Note (CUSIP _________); or
(b) ☐ a Restricted Definitive SecurityNote; or
(c) ☐ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation ▇Sensata Technologies B.V. c/o Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Corporate Trust Division ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ EmailFacsimile No.: (▇▇▇) ▇▇▇-▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Division Reference is hereby made to the Indenture, dated as of August 29, among The ADT Corporation, a Delaware company 2022 (the “Company”), and ▇▇▇▇▇ Fargo 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”), among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law, as issuer (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon, a New York banking corporation, 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 Security Note[s] or Securities or interest[s] interests in such Security or Securities Note[s] specified herein, in the principal amount of $ _________ (CUSIP ________; ISIN _______________) in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding 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. Dated: [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and 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 ¨ IAI 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) ¨ IAI Global Security (CUSIP ); or
(civ) ☐ an ¨ Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company Global Security (the “Company”CUSIP ), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:; or
Appears in 2 contracts
Sources: Indenture (Eclipse Resources Corp), Indenture (Eclipse Resources 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. Dated: [Insert Name of Transferor] By: Name: Name Title:
1. The Transferor owns and proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – Signet UK Finance plc ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ London EC4N 6EU United Kingdom Attention: Corporate Trust Services Attention: Corporate Trust Services [ ] [Trustee] [Address] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among The ADT CorporationSignet UK Finance plc, a Delaware public limited company incorporated under the laws of England and Wales (the “Company”), the guarantors party thereto (the “Guarantors”) and ▇▇▇▇▇ Fargo Bank, National Associationa , 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 exchange 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 ExchangeTransfer, 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes 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: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ¨ IAI Global Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:: [CHECK ONE]
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ☐ ¨ IAI Global Note (CUSIP ); or
(iv) ¨ Unrestricted Global Security Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation Pinnacle Entertainment, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇Parkway Las Vegas, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services 89109 [Registrar address block] Re: [insert description of the Securities] Ladies and Gentlemen, 8 1/4% Senior Subordinated Notes due 2012 (CUSIP ) Reference is hereby made to the Indenture, dated as of March 15, 2004 (the “Indenture”), among The ADT CorporationPinnacle Entertainment, a Delaware company Inc., as issuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, 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 exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 2 contracts
Sources: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment 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 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 proposes 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. The ADT Corporation Tyco International plc ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ EmailCork, Ireland Attn: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services 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 The ADT CorporationTyco International plc, a Delaware an Irish public limited company (the “Company”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), Tyco International Finance S.A., a Luxembourg company (“TIFSA”) and ▇▇▇▇▇ Fargo Bank[Insert trustee], National Associationa [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 exchange 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 ExchangeTransfer, 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes 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 proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP _________), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP _________), or
(iii) ¨ IAI Global Note (CUSIP _________); or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP _________), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP _________), or
(iii) ☐ ¨ IAI Global Note (CUSIP _________); or
(iv) ¨ Unrestricted Global Security Note (CUSIP _________); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation Clearway Energy Operating LLC c/o Clearway Energy, Inc. 3▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇Attention: General Counsel Delaware Trust Company 2▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Department Re: [insert description of the Securities] Ladies and Gentlemen, 3.750% Senior Notes due 2032 Reference is hereby made to the Indenture, dated as of October 1, 2021 (the “Indenture”), among The ADT CorporationClearway Energy Operating LLC, a Delaware company as issuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National AssociationDelaware Trust Company, 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 exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ $____________ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 2 contracts
Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, 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 Securities Act other than Rule 144, Rule 903 144 or Rule 904 Regulation S 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 Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Certificated Notes 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 proposes to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ☐ ¨ a beneficial interest in thea Restricted Global Note (CUSIP ), or
(b) ¨ a Restricted Certificated Note.
2. After the Transfer the Transferee will hold: [CHECK ONE]
(a) ¨ a beneficial interest in a/an:
(i) ☐ 144A ¨ Restricted Global Security Note (CUSIP ), or
(ii) ☐ Regulation S ¨ Unrestricted Global Security Note (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 SecurityCertificated Note; or
(c) ☐ ¨ an Unrestricted Definitive SecurityCertificated Note, in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 2 contracts
Sources: Supplemental Indenture (Host Marriott Corp/), Supplemental Indenture (Host Marriott L P)
¨ 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 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 2 contracts
Sources: Indenture (ADT Corp), 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 CompanyCompany and the Guarantor. Dated: [Insert Name of Transferor] By: Name: Title:
1. The Transferor owns and proposes 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. The ADT Corporation Thermo ▇▇▇▇▇▇ Scientific Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services [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 ADT CorporationNetherlands, with its corporate seat at Breda, The Netherlands (the “Company”), Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware company (the “CompanyGuarantor”)) and , and ▇▇▇▇▇ Fargo Bank, National Associationa , 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 exchange 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 ExchangeTransfer, 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. Dated: [Insert Name of Transferor] By: Name: Title:
1. The Transferor owns and proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 2 contracts
Sources: Indenture (ADT, Inc.), Indenture (ADT, 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 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 proposes 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. The ADT Corporation Applied Materials, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 1 contract
¨ 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 : Dated: Herc Holdings Inc. Attention: ▇▇▇▇ ▇▇▇▇▇, Senior Vice President, Chief Legal Officer and 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. The ADT Corporation Secretary ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇. ▇▇▇ Attention: Treasury Department Bonita Springs, FL 34134 Truist Bank Corporate Trust & Escrow Services ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇ Email▇ ATTN: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services HERC HOLDINGS INC. – Relationship Manager WILSON NC 27893 Re: [insert description of 6.625% Senior Notes due 2029 (the Securities] Ladies and Gentlemen, “Notes”) Reference is hereby made to the Indenture, dated as of June 7, 2024 (the “Indenture”), among The ADT CorporationHerc Holdings Inc., a Delaware company corporation (the “Company”), the guarantors party thereto and ▇▇▇▇▇ Fargo Truist 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 exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security
(a) Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial 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 Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) 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 and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(b) Check if Exchange is from beneficial interest in a
Appears in 1 contract
Sources: Indenture (Herc Holdings 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 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 CompanyIssuer. Dated: [Insert Name of Transferor] By: Name: Title:: Dated: ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and 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. The ADT Security Corporation c/o ADT Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303N9300-121 608 – 070 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AttentionPhone: Corporate Trust Services Attention(▇▇▇) ▇▇▇-▇▇▇▇ Fax: Corporate Trust Services (▇▇▇) ▇▇▇-▇▇▇▇ Re: [insert description of the Securities] 4.125% First-Priority Senior Secured Notes due 2029 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of July 29, 2021, by and among The ADT Security Corporation, a Delaware company corporation (the “CompanyIssuer”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, a New York banking corporation, 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 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (ADT 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 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes 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: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ); , or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ☐ ¨ Unrestricted Global Security Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation Eldorado Resorts LLC / Eldorado Capital Corp. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services [Registrar address block] Re: [insert description of the Securities] Ladies and Gentlemen, 8.625% Senior Secured Notes due 2019 Reference is hereby made to the Indenture, dated as of April 15, 2011 (the “Indenture”), among The ADT CorporationEldorado Resorts LLC and Eldorado Capital Corp., a Delaware company each as issuer (together, the “Company”), and ▇▇▇▇▇ Fargo Bankthe Guarantors party thereto, U.S. Bank National Association, as trustee (the “Trustee”) [and Capital One, N.A., as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)collateral 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 Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (NGA Holdco, 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 will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Security or Restricted Definitive Securities Security 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: Dated:
1. The Transferor owns and 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 Transfer the Transferee will hold:
(a) ☐ □ a beneficial interest in the:
(i) ☐ □ 144A Global Security (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. The ADT Corporation Transocean Poseidon Limited c/o Transocean Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: President ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust – DAPS REORG ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, 6.875% Senior Secured Notes due 2027 Reference is hereby made to the Indenture, dated as of February 1, 2019 (the “Indenture”), among The ADT CorporationTransocean Poseidon Limited, a Delaware company as issuer (the “Company”), the Other Note Parties party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)Collateral Agent. 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 Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security
(a) □ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial 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 Global Security and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) 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 and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(b) □ Check if Exchange is from beneficial interest in a
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
¨ 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 CompanyIssuers. Dated: [Insert Name of Transferor] By: NameName Title Dated: Title:________________________ ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and 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
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
or (b) ☐ a Restricted Definitive Security; or
or (c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The Prime Security Services Borrower, LLC and Prime Finance Inc. c/o ADT Corporation Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303N9300-121 608 – 070 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AttentionPhone: Corporate Trust Services Attention(▇▇▇) ▇▇▇-▇▇▇▇ Fax: Corporate Trust Services (▇▇▇) ▇▇▇-▇▇▇▇ Re: [insert description of the Securities] 3.375% First-Priority Senior Secured Notes due 2027 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of August 20, 2020, by and among The ADT CorporationPrime Security Services Borrower, LLC, a Delaware limited liability company (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, a New York banking corporation, 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 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (ADT 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 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 proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 exchange 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 ExchangeTransfer, 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. Dated: [Insert Name of Transferor] By: Name: Title:
1. The Transferor owns and proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇NetApp, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇Treasurer U.S. Bank National Association Corporate Trust Services ▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇@▇ ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 December 12, among The ADT Corporation2012 between NetApp, Inc., a Delaware company (the “Company”), ) and ▇▇▇▇▇ Fargo Bank, 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 exchange 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 ExchangeTransfer, 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 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 proposes 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. The ADT Corporation Applied Materials, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇P.O. Box 58039 Santa Clara, California 95052 Attention: Treasurer The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Suite 6200B, Floor 62, Mailbox #44 Chicago, Illinois 60606 Attention: Corporate Trust Administration – ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇. Email: ▇▇▇▇▇ Email: ▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AttentionTelephone: 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 The ADT Corporationbetween Applied Materials, Inc., a Delaware company (the “Company”), ) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York Mellon, 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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 1 contract
¨ 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 proposes 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. The ADT Marriott Vacations Worldwide Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇, ▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Marriott Vacations Worldwide Corporation, a Delaware company corporation (the “Company”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, 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 and 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture, which certification is supported by an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. 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: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ¨ AI Global Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ☐ ¨ AI Global Note (CUSIP ); or
(iv) ¨ Unrestricted Global Security Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Good Technology Corporation ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇, Suite 200 Sunnyvale, CA 94085 Attention: Chief Financial Officer U.S. Bank National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇@▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇.-▇▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, 5.0% Senior Secured Notes due 2017 Reference is hereby made to the Indenture, dated as of September 30, 2014 (as amended, supplemented or otherwise modified, the “Indenture”), among The ADT Good Technology Corporation, a Delaware company corporation, as issuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, 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”)collateral agent. 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 Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (GOOD TECHNOLOGY 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes 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: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ¨ IAI Global Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ☐ ¨ IAI Global Note (CUSIP ); or
(iv) ¨ Unrestricted Global Security Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description fill in full title of the Securitiessecurities] Ladies and Gentlemen, (CUSIP ) Reference is hereby made to the Indenture, dated as of (the “Indenture”), among The ADT Corporation[between/among] , a Delaware company as issuer (the “Company”), [the Guarantors party thereto] and ▇▇▇▇▇ Fargo 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 exchange the Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (Windstar Energy, 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 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 proposes proposed to transfer the following: [CHECK ONE OF (a) OR (b)]
(aa ) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security (CUSIP ); , or
(bb ) ☐ ¨ a Restricted Definitive Security.
2. After the transfer the Transferee will hold:
(aa ) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security (CUSIP ), or
(iii) ☐ ¨ Unrestricted Global Security (CUSIP ); or
(bb ) ☐ ¨ a Restricted Definitive Security; or
(cc ) ☐ ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation Applied Materials, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ P.O. Box 58039 Santa Clara, California 95052 Attention: ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇Corporate Trust Services ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@, ▇▇▇▇▇▇▇▇▇▇ ▇.▇▇▇▇ Attention: 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 June 8, among The ADT Corporation2011, between Applied Materials, Inc., a Delaware company (the “Company”), ) and ▇▇▇▇▇ Fargo Bank, 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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 1 contract
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the CompanyPartnership. Dated: [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ); , or
(b) ☐ ¨ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ ¨ a beneficial interest in the:
(i) ☐ ¨ 144A Global Security Note (CUSIP ), or
(ii) ☐ ¨ Regulation S Global Security Note (CUSIP ), or
(iii) ☐ ¨ Unrestricted Global Security Note (CUSIP ); or
(b) ☐ ¨ a Restricted Definitive SecurityNote; or
(c) ☐ ¨ an Unrestricted Definitive SecurityNote, in accordance with the terms of the Indenture. The ADT Corporation Energy Transfer Partners, L.P. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank National Association ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Suite 1050 Houston, Texas 77057 Re: [insert description fill in full title of the Securitiessecurities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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”), among Energy Transfer Partners, L.P., as issuer (the “Partnership”), the Guarantors party thereto and U.S. Bank National Association (as successor to Wachovia 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 Security Note[s] or Securities or interest[s] interest in such Security or Securities Note[s] specified herein, in the principal amount of $ in such Security Note[s] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Energy Transfer Partners, L.P.)
¨ 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 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, 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 903 144 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State 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 CompanyCompany and the Guarantor. Dated: [Insert Name of Transferor] By: Name: Title:: Dated: ,
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ☐ o a beneficial interest in the:
(i) ☐ 144A a Global Security (CUSIP [ ]), or
(iib) ☐ Regulation S o a Restricted Definitive Security (CUSIP [ ]).
2. After the Transfer the Transferee will hold: [CHECK ONE]
(a) o a beneficial interest in a Global Security (CUSIP [ ]); or
(b) ☐ o 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) ☐ o an Unrestricted Definitive SecuritySecurity (CUSIP [ ]), in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇▇▇ Industries, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ General Counsel Wilmington Trust Company ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ EmailAttention: ▇▇▇▇▇▇▇▇ ▇. ▇▇@▇▇▇ Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services ▇▇▇▇▇ ▇▇▇▇ Re: [insert description of the Securities] Ladies and Gentlemen, 5.0% Senior Notes due 2020 CUSIP 629568 AU01 CUSIP U6295Y AC72 Reference is hereby made to the Indenture, dated as of September 14, 2010 (the “Indenture”), among The ADT Corporation▇▇▇▇▇▇ Industries, a Delaware company Inc., as issuer (the “Company”), and ▇▇▇▇▇▇ Fargo Bank, National AssociationIndustries Ltd., as trustee guarantor (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “IndentureGuarantor”), Wilmington Trust Company, as trustee, and Citibank, N.A., as securities administrator. 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 Security Security[ies] or Securities or interest[s] beneficial interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
1. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY:
(a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a 1 For Securities sold in reliance on Rule 144A. 2 For Securities sold in reliance on Regulation S. Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial 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 Global Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) 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 and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States.
(b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive Security 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 Global Securities and pursuant to and in accordance with the Securities Act, (iii) 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 and (iv) the Definitive Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States.
(c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial 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 Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) 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 and (iv) the beneficial interest is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States.
(d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner’s Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security 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 Restricted Definitive Securities and pursuant to and in accordance with the Securities Act, (iii) 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 and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable “blue sky” securities laws of any state of the United States.
2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES:
(a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act.
(b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK ONE] o 144A Global Security or o Regulation S Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance with any applicable “blue sky” securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.
Appears in 1 contract
Sources: Indenture (Nabors Industries LTD)
¨ 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 proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [ ] [Address] [Address] Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services [ ] [Address of Trustee] Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of __________, ____, among The ADT Corporation[ ], a Delaware company [ ] corporation (the “Company”), [Guarantor-Subsidiaries] (the “Guarantors”), and ▇▇▇▇▇ Fargo Bank______________, National Associationa ________________, 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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 1 contract
Sources: Indenture (IPERIONX LTD)
¨ 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 CompanyCompany and the Guarantors. Dated: [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and 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. The ADT Corporation ▇▇▇▇ ▇Anheuser-▇▇▇▇▇ ▇InBev Finance Inc. attn: Treasurer ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇ Anheuser-▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – InBev ▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Email: The Bank of New York Mellon Trust Company, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇@▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇.▇▇, ▇▇▇ Attention: 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 January 25, 2016 (as supplemented to the date hereof, the “Indenture”), among The ADT CorporationAnheuser-▇▇▇▇▇ InBev Finance Inc., a Delaware company as issuer (the “Company”), and Anheuser-▇▇▇▇▇ Fargo Bank, National AssociationInBev SA/NV, as trustee parent guarantor (the “TrusteeParent Guarantor”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together), the “Indenture”)Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., 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 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
¨ 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 proposes proposed to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ☐ o a beneficial interest in the:
(i) ☐ o 144A Global Security (CUSIP ), or
(ii) ☐ o Regulation S Global Security (CUSIP ); , or
(b) ☐ o a Restricted Definitive Security.
2. After the transfer the Transferee will hold:
(a) ☐ o a beneficial interest in the:
(i) ☐ o 144A Global Security (CUSIP ), or
(ii) ☐ o Regulation S Global Security (CUSIP ), or
(iii) ☐ o Unrestricted Global Security (CUSIP ); or
(b) ☐ o a Restricted Definitive Security; or
(c) ☐ o an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Marriott Vacations Worldwide Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇, ▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Marriott Vacations Worldwide Corporation, a Delaware company corporation (the “Company”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States 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 and 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
¨ 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 proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇NetApp, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇U.S. Bank National Association Corporate Trust Services ▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, between NetApp, Inc., a Delaware company (the “Company”), ) and ▇▇▇▇▇ Fargo Bank, 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 exchange 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 ExchangeTransfer, 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 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 proposes proposed to transfer the following: [CHECK ONE OF (a) OR (b)]
(a) ☐ o a beneficial interest in the:
(i) ☐ o 144A Global Security (CUSIP ), or
(ii) ☐ o Regulation S Global Security (CUSIP ); , or
(b) ☐ o a Restricted Definitive Security.
2. After the transfer the Transferee will hold:
(a) ☐ o a beneficial interest in the:
(i) ☐ o 144A Global Security (CUSIP ), or
(ii) ☐ o Regulation S Global Security (CUSIP ), or
(iii) ☐ o Unrestricted Global Security (CUSIP ); or
(b) ☐ o a Restricted Definitive Security; or
(c) ☐ o an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Marriott Vacations Worldwide Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇, ▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Marriott Vacations Worldwide Corporation, a Delaware company corporation (the “Company”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, 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 and 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
¨ 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 CompanyIssuers. Dated: [Insert Name of Transferor] By: Name: Title:: Dated: ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and 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. The Prime Security Services Borrower, LLC and Prime Finance Inc. c/o ADT Corporation Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303N9300-121 608 – 070 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AttentionPhone: Corporate Trust Services Attention(▇▇▇) ▇▇▇-▇▇▇▇ Fax: Corporate Trust Services (▇▇▇) ▇▇▇-▇▇▇▇ Re: [insert description of the Securities] 5.750% First-Priority Senior Secured Notes due 2026 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of April 4, 2019, by and among The ADT CorporationPrime Security Services Borrower, LLC, a Delaware limited liability company (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, a New York banking corporation, 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 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (ADT 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 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 proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 1 contract
Sources: Indenture (Covidien Ltd.)
¨ 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 CompanyCorporation. Dated: [Insert Name of Transferor] By: Name: Title:]
1. The Transferor owns and 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 ▇.▇. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Calgary, Alberta T3C 3W2 Attention: Chief Executive Officer ▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Email: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (CUSIP ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 June 21, among The ADT Corporation, a Delaware company 2018 (the “Company”), and ▇▇▇▇▇ Fargo 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”), 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 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 Exchange, 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 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 proposes 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. The ADT Corporation Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services 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 The ADT CorporationTyco International Finance S.A., a Delaware Luxembourg public limited liability company (the “Company”), Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and ▇▇▇▇▇ Fargo Bank[Insert trustee], National Associationa [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 exchange 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 ExchangeTransfer, 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. Dated: [Insert Name of Transferor] By: Name: Title:: ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and 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. The ADT Corporation Prime Security One MS, Inc. c/o Prime Security Services Borrower, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Romeoville, IL 60446 ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: [Treasury Department Department] ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 6th and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] 4.875% First-Priority Senior Secured Notes due 2032 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of May 2, among The ADT Corporation2016, by and between Prime Security One MS, Inc., a Delaware company corporation (the “Company”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and •]][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 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 interest[s](the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (ADT, 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 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 proposes 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. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇Tyco Electronics Group S.A. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ L-1648 Luxembourg Attention: Corporate The Managing Directors Deutsche Bank Trust Services Company Americas, as trustee One Columbus Circle Floor 4S New York, New York 10019 Attention: Corporate Trust & Securities Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , , among The ADT CorporationTyco Electronics Group S.A., a Delaware Luxembourg company (the “Company”), TE Connectivity plc, a public limited company incorporated under the laws of Ireland (“Parent Guarantor”), TE Connectivity Switzerland Ltd., a Swiss company (“Additional Guarantor”), and ▇▇▇▇▇ Fargo Bank, National AssociationDeutsche 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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 1 contract
¨ 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 Security or Restricted Definitive Securities Security 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: Dated:
1. The Transferor owns and 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 Transfer the Transferee will hold:
(a) ☐ □ a beneficial interest in the:
(i) ☐ □ 144A Global Security (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. The ADT Corporation Transocean Sentry Limited c/o Transocean Inc. 36c ▇▇. ▇▇▇’▇ Drive Bermuda House, 4th Floor ▇▇▇▇▇▇ Town, Grand Cayman Cayman Islands, KY1-1003 Attention: President ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust – DAPS REORG ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, 5.375% Senior Secured Notes due 2023 Reference is hereby made to the Indenture, dated as of May 24, 2019 (the “Indenture”), among The ADT CorporationTransocean Sentry Limited, a Delaware company as issuer (the “Company”), the Other Note Parties party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)Collateral Agent. 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 Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security
(a) □ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial 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 Global Security and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) 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 and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(b) □ Check if Exchange is from beneficial interest in a
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
¨ 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 proposes 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. The ADT Marriott Vacations Worldwide Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇, ▇▇ U.S. Bank National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Marriott Vacations Worldwide Corporation, a Delaware company corporation (the “Company”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States 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 and 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
¨ 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 Security or Restricted Definitive Securities Security 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: Dated:
1. The Transferor owns and 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 Transfer the Transferee will hold:
(a) ☐ □ a beneficial interest in the:
(i) ☐ □ 144A Global Security (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. The ADT Corporation Transocean Pontus Limited c/o Transocean Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: President ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust – DAPS REORG ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, 6.125% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of July 20, 2018 (the “Indenture”), among The ADT CorporationTransocean Pontus Limited, a Delaware company as issuer (the “Company”), the Other Note Parties party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)Collateral Agent. 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 Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ $_________ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
¨ 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 Security or Restricted Definitive Securities Security 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: Dated:
1. The Transferor owns and 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 Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security (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. The ADT Corporation ▇▇Transocean Phoenix 2 Limited c/o Transocean Inc. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
¨ 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 proposes 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. The ADT Corporation Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services 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 The ADT CorporationTyco International Finance S.A., a Delaware Luxembourg company (the “Company”), Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and ▇▇▇▇▇ Fargo Bank[Insert trustee], National Associationa [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 exchange 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 ExchangeTransfer, 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 CompanyIssuers. Dated: [Insert Name of Transferor] By: Name: Title:: Dated: ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and 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. The Prime Security Services Borrower, LLC and Prime Finance Inc. c/o ADT Corporation ▇▇Inc. 15▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303N9300-121 608 – ▇▇070 60▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AttentionPhone: Corporate Trust Services Attention(▇▇▇) ▇▇▇-▇▇▇▇ Fax: Corporate Trust Services (▇▇▇) ▇▇▇-▇▇▇▇ Re: [insert description of the Securities] 5.250% First-Priority Senior Secured Notes due 2024 Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of April 4, 2019, by and among The ADT CorporationPrime Security Services Borrower, LLC, a Delaware limited liability company (the “CompanyIssuer”), Prime Finance Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, a New York banking corporation, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and •]][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 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 Exchange, the Transferor Owner hereby certifies that:
Appears in 1 contract
Sources: Indenture (ADT 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 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 Security or Restricted Definitive Securities Security 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: Dated:
1. The Transferor owns and 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 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. The ADT Corporation Transocean Guardian Limited c/o Transocean Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: President ▇▇▇▇▇ Fargo Bank, National Association Corporate Trust – DAPS REORG ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, 5.875% Senior Secured Notes due 2024 Reference is hereby made to the Indenture, dated as of July 13, 2018 (the “Indenture”), among The ADT CorporationTransocean Guardian Limited, a Delaware company as issuer (the “Company”), the Other Note Parties party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) [Trustee and as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”)Collateral Agent. 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 Security Security[ies] or Securities or interest[s] interest in such Security or Securities Security[ies] specified herein, in the principal amount of $ in such Security Security[ies] or Securities or interest[s] interests (the “Exchange”). In connection with the Exchange, the Transferor Owner hereby certifies that:
1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security
(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial 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 Global Security and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) 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 and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(b) ☐ Check if Exchange is from beneficial interest in a
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes 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:: Dated: ________________ Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered Holder. ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP ), or
(ii) ☐ Regulation S IAI Global Security Note (CUSIP ); or
(b) ☐ a Restricted Definitive SecurityNote.
2. After the transfer Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Security Note (CUSIP ), or
(ii) ☐ Regulation S IAI Global Security Note (CUSIP ), or,
(iii) ☐ Unrestricted Global Security Note (CUSIP ); or ); or
(b) ☐ a Restricted Definitive SecurityNote; or
(c) ☐ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: 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 The ADT Corporation, a Delaware company (the “Company”), and ▇▇▇▇▇ Fargo 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 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 Exchange, the Transferor hereby certifies that:
Appears in 1 contract
Sources: Indenture (RCN Corp /De/)
¨ 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 proposes 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. The ADT Corporation Tyco International Finance S.A. ▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Treasury Department ▇▇▇▇▇ Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – ▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: Corporate Trust Services Attention: Corporate Trust Services 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 The ADT CorporationTyco International Finance S.A., a Delaware Luxembourg company (the “Company”), Tyco International plc, an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), and ▇▇▇▇▇ Fargo Bank[Insert trustee], National Associationa [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 exchange 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 ExchangeTransfer, the Transferor hereby certifies that:
Appears in 1 contract
Sources: Indenture (TYCO INTERNATIONAL PLC)