Common use of Form of Face of Note Clause in Contracts

Form of Face of Note. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. 1 CUSIP NO. U.S. $155,000,000 TTM Technologies, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “Company”), which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or registered assigns, the principal sum of One Hundred Fifty-Five Million Dollars ($155,000,000) (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary) on May 15, 2015. Payment of the principal of this Note shall be made by check mailed to the address of the Holder of this Note specified in the register of Notes, or, at the option of the Company, by wire transfer in immediately available funds, in such lawful money of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The issue date of this Note is May 14, 2008. Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert this Note into Common Stock of the Company and to require the Company to repurchase this Note upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture.

Appears in 1 contract

Sources: First Supplemental Indenture (TTM Technologies Inc)

Form of Face of Note. THE NOTES EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE NOTE IS WITH A GLOBAL NOTE WITHIN PRINCIPAL AMOUNT AT MATURITY OF $1,000 AND ____ WARRANTS INITIALLY ENTITLING THE MEANING HOLDER THEREOF TO PURCHASE _____ SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED. (THE INDENTURE HEREINAFTER REFERRED "COMMON STOCK"). PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) _______, 1998, (ii) SUCH DATE AS ▇▇▇▇▇▇ BROTHERS INC. MAY IN ITS DISCRETION DEEM APPROPRIATE AND IS REGISTERED IDENTIFIED IN A WRITTEN NOTICE TO THE NAME OF A DEPOSITARY TRUSTEE OR A NOMINEE THEREOF. (iii) UPON AN EXERCISE EVENT, THE NOTES EVIDENCED BY THIS NOTE CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTEREDSEPARATELY FROM, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART BUT MAY BE REGISTEREDTRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOFWARRANTS. Primus Telecommunications Group, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Incorporated ___% Senior Note Due 2004 No. 1 CUSIP NO. U.S. __________ $155,000,000 TTM Technologies________ Primus Telecommunications Group, Inc.Incorporated, a Delaware corporation duly organized and validly existing under the laws of the State of Delaware (herein called the "Company”)", which term includes any successor corporation Person under the Indenture hereinafter referred to on the reverse hereofto), for value received received, hereby promises to pay to Cede & Co., ____________________ or registered assigns, the principal sum of One Hundred Fifty____________________ Dollars on [______,] 2004, at the office or agency of the Company referred to below, and to pay interest thereon on [______, 1998] and semi-Five Million Dollars annually thereafter, on [date] and [date] in each year, from [July __ , 1998], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of ____% per annum, until the principal hereof is paid or duly provided for, and ($155,000,000to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (which amount may from time to time be increased or decreased by adjustments made one or more Predecessor Notes) is registered at the close of business on the records Regular Record Date for such interest, which shall be the [date] or [date] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such defaulted interest, and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes, may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as custodian for the Depositarynotice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in accordance any other lawful manner not inconsistent with the rules requirements of any securities exchange on which the Notes may be listed, and procedures of the Depositary) on May 15upon such notice as may be required by such exchange, 2015all as more fully provided in said Indenture. Payment of the principal of (and premium, if any, on) and interest on this Note shall will be made by check mailed to at the address office or agency of the Holder Company maintained for that purpose in The City of this Note specified in the register of NotesNew York, or, or at the option such other office or agency of the Company, by wire transfer in immediately available fundsCompany as may be maintained for such purpose, in such lawful money coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts. The issue date ; provided, however, that payment of this interest may be made at the -------- ------- option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Note is May 14, 2008Register or (ii) by transfer to an account maintained by the payee located in the United States. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert this Note into Common Stock of the Company and to require the Company to repurchase this Note upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Note shall not be valid or become obligatory for any purpose until Unless the certificate of authentication hereon shall have has been manually signed duly executed by the Trustee or a duly authorized authenticating agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Primus Telecommunications Group Inc)

Form of Face of Note. FOR PURPOSES OF SECTIONS 1272, 1273 and 127▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇TERNAL REVENUE CODE OF 1986, AS AMENDED, AND PURSUANT TO SECTION 1.1275-3(b), THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE OF THIS NOTE IS A GLOBAL NOTE WITHIN 50.18% OF ITS PRINCIPAL AMOUNT, THE MEANING AMOUNT OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS $1,305.17 PER $1,000 OF STATED FACE AMOUNT, THE ISSUE DATE IS NOVEMBER 13, 1997 AND THE YIELD TO MATURITY IS 13.82%.* THESE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE EXCHANGED IN WHOLE TRANSFERRED, SOLD, ASSIGNED, PLEDGED OR IN PART OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) A WRITTEN OPINION FROM COUNSEL FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, HOLDER REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN OBTAINED STATING THAT NO SUCH REGISTRATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED QUALIFICATION IS REGISTERED IN THE NAME OF CEDE & COREQUIRED. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC ---------------------- * Company and each Holder hereby agree to amend this legend within sixty (AND ANY PAYMENT IS MADE TO CEDE & CO60) days following the date of this Indenture to reflect adjustments in the number of warrants originally issued in connection with the Notes. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SENIOR DISCOUNT NOTES DUE 2008 No. 1 CUSIP NO. U.S. $155,000,000 TTM Technologies, Inc.48,225,000 Big 5 Holdings Corp., a corporation duly organized and validly existing under the laws of the State of Delaware (herein called the "Company”)", which term includes any successor corporation Person under the Indenture hereinafter referred to on the reverse hereof)to) , for value received received, hereby promises to pay to Cede & Co.______________________, or registered assigns, the principal sum of One Forty Eight Two Hundred FiftyTwenty Five Thousand Dollars on November 30, 2008, and to pay interest thereon from November 30, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-Five Million Dollars annually on May 31 and November 30 in each year, commencing May 31, 2003, at 13.45% until the principal hereof is paid or made available for payment, and ($155,000,000to the extent that the payment of such interest shall be legally enforceable) (which amount may from time to time be increased or decreased by adjustments made at the rate of 15.45% per annum on any overdue principal and premium] and on any overdue installment of interest until paid as specified on the records reverse hereof. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. The principal of this Note shall not accrue interest until November 30, 2002, except in the Depositarycase of a default in payment of principal upon acceleration or redemption and, in accordance with such case, the rules interest payable pursuant to the preceding paragraph on the overdue principal as specified on the reverse hereof shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 15.45% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and procedures of the Depositary) such interest or unpaid interest shall also be payable on May 15, 2015demand. Payment of the principal of (and premium, if any) and interest on this Note shall will be made by check mailed to at the address office or agency of the Holder of this Note specified Company maintained for that purpose in the register Borough of NotesManhattan, or, at the option The City of the Company, by wire transfer in immediately available fundsNew York, in such lawful money coin or currency of the United States of America as at the time of payment shall be is legal tender for the payment of public and private debts. The issue date ; provided, however, that at the option of this the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note is May 14, 2008Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder the right to convert this Note into Common Stock of the Company and to require the Company to repurchase this Note upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such which further provisions shall for all purposes have the same effect as though fully if set forth at this place. Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Note shall not be valid or become obligatory for any purpose until Unless the certificate of authentication hereon shall have has been manually signed executed by the Trustee or a duly authorized authenticating agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Big 5 Holdings Corp)