Medallion Signature Guarantee Sample Clauses

Medallion Signature Guarantee if applicable

Medallion Signature Guarantee. EXHIBIT B FORM OF RESTRICTED COMMON STOCK LEGEND "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT." EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (Transfers pursuant to Section 12.11(c) of the Indenture) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT] Re: ▇▇▇▇▇▇▇▇▇▇ Technology Incorporated 2.25% Convertible Subordinated Notes due 2010 (the "Convertible Subordinated Notes") Reference is hereby made to the Indenture dated as of February 24, 2003 (the "Indenture") ...

Medallion Signature Guarantee. If a medallion signature guarantee is required for the cancellation of shares, GFHI will pay for the cost to utilize V Stock’s medallion signature guarantee service.

Medallion Signature Guarantee. NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.

Medallion Signature Guarantee. Please print or typewrite your name and address, including zip code, and social security or other identifying number:

Medallion Signature Guarantee. Oakmark does not require a STAMP2000 Medallion Signature Guarantee (MSG) stamp; however, please contact your current SIMPLE IRA custodian to determine if they require an MSG stamp on this form.

Medallion Signature Guarantee. Please print or typewrite your name and address, including zip code, and social security or other identifying number: If the Common Stock is to be issued and delivered to someone other than you, please print or typewrite the name and address, including zip code, and social security or other identifying number of that person: EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM GLOBAL SECURITY OR DEFINITIVE SECURITY TO DEFINITIVE SECURITY (Transfers pursuant toss. 2.06(a)(ii) orss. 2.06(a)(iii) of the Indenture) The Bank of New York, as Registrar Attn: Corporate Trust Trustee Administration Re: Young & Rubicam Inc. 3% Convertible Subordinated Notes due 2005 (the "Securities") Reference is hereby made to the Indenture dated as of January 20, 2000 (the "Indenture") between Young & Rubicam Inc. and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S. $ aggregate principal amount of Securities which are held [in the form of a [Definitive] [Global Security (CUSIP No. _____________)]* in the name of [name of transferor] (the "Transferor") to effect the transfer of the Securities. In connection with such request, and in respect of such Securities, the Transferor does hereby certify that such Securities are being transferred in accordance with (i) the transfer restrictions set forth in the Securities and the Indenture and (ii) to a transferee that is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act of 1933, as amended) (an "Institutional Accredited Investor") which is acquiring such Securities for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, over which it exercises sole investment discretion and (iii) in accordance with applicable securities laws of any state of the United States; and further certifies that the transferee and each such account, if any, is acquiring at least $100,000 principal amount of Securities. -------------------------------- * Insert, if appropriate. [Names of Transferor], By --------------------------------- Name: Title: Dated: cc: Young & Rubicam Inc. Attn: Secretary EXHIBIT C FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE (Transfers pursuant toss. 2.06(a)(ii) andss. 2.06(a)(iii)) The Bank of New York, as Registrar Attn: Corporate Trust Trustee Administration Re: Young & Rubicam Inc. 3% Conve...

Medallion Signature Guarantee. A Medallion Signature Guarantee on the Letter of Transmittal is required if:

Medallion Signature Guarantee. The parties hereby waive the failure by ▇▇▇▇▇▇▇▇ Investments, LLC (“▇▇▇▇▇▇▇▇”) to obtain a medallion signature guarantee with respect to its stock power as required by the Company’s transfer agent in order to recognize the transfer of the stock certificate for ▇▇▇▇▇▇▇▇’▇ Purchased Shares to Buyer on the books and records of the Company kept by the transfer agent. ▇▇▇▇▇▇▇▇ Investments, LLC hereby agrees to use its best efforts after the Closing to promptly (but in no event more than five (5) Business Days following Closing) obtain a medallion signature guarantee with respect to its stock power so as to permit the Company’s transfer agent to recognize the transfer of the stock certificate for ▇▇▇▇▇▇▇▇’▇ Purchased Shares to Buyer on the books and records of the Company kept by the transfer agent. If ▇▇▇▇▇▇▇▇ fails to obtain the required medallion signature guarantee prior to the Closing, in the event that ▇▇▇▇▇▇▇▇ receives any consideration in connection with the Short Form Merger with respect to his Purchased Shares, ▇▇▇▇▇▇▇▇ shall promptly take all actions reasonably requested by Buyer necessary to forego or refund such consideration as soon as practicable following receipt. 3.Amendment to Schedule 2.15. Item 3 of Schedule 2.15 of the Company Disclosure Schedules is hereby deleted in its entirety and replaced with Item 3 in Exhibit A attached hereto. 4.Correction re Stockholders Agreement. The reference to “Windsong DWR II, LLC” in Section 5.13 of the Purchase Agreement is hereby deleted and instead replaced with “Windsong DB, LLC”. 5.