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% 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., a Delaware corporation (the "Company"), and The Bank of New York, as Trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of the Securities, which are convertible into shares of common stock ("Common Stock") of the Company, we confirm that:
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Sources: Indenture (Young & Rubicam Inc)
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 A-13 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER CERTIFICATE FOR OF TRANSFER FROM GLOBAL SECURITY OR DEFINITIVE SECURITY TO DEFINITIVE SECURITY (Transfers pursuant toss. 2.06(a)(iiRESTRICTED SECURITIES(5) orss. 2.06(a)(iii) of the Indenture) The Bank of New York, as Registrar Attn: Corporate Trust Trustee Administration Re: Young & Rubicam Inc. 32 1/2% Senior Convertible Subordinated Notes due 2005 Due December 15, 2007 (the "SecuritiesConvertible Notes") 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. Navistar International Corporation This letter certificate relates to U.S. $ aggregate principal amount of Securities which are held [in the form of a [Definitive] [Global Security (CUSIP No. $_____________)]* _ principal amount of Convertible Notes owned in the name of [name of transferor] (check applicable box) - book-entry or - definitive form by ___________ (the "Transferor") ). The Transferor has requested a Registrar or the Trustee to effect exchange or register the transfer of the Securitiessuch Convertible Notes. In connection with such request, request and in respect of each such SecuritiesConvertible Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Convertible Notes as provided in Section 2.07 of the Indenture dated as of December 16, 2002, among Navistar International Corporation, International Truck and Engine Corporation and BNY Midwest Trust Company (the "Indenture"), and the transfer of such Convertible Note is being made pursuant to an effective registration statement under the Securities are Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): / / Such Convertible Note is being transferred in accordance with (i) the transfer restrictions set forth in pursuant to an effective registration statement under the Securities and Act. / / Such Convertible Note is being transferred to the Indenture and (ii) Company. / / Such Convertible Note is being transferred inside the United States to a transferee that person the Transferor reasonably believes is an a "qualified institutional "accredited investorbuyer" (as defined in Rule 501(a)(1), 144A or any successor provision thereto (2), (3"Rule 144A") or (7) of Regulation D under the U.S. Securities Act of 1933, as amendedAct) (an "Institutional Accredited Investor") which that is acquiring such Securities purchasing for its own account or for one or more accountsthe account of a "qualified institutional buyer", in each of which case to whom notice has been given that the transfer is an Institutional Accredited Investorbeing made in reliance on such Rule 144A, over which it exercises sole investment discretion and (iii) in accordance with applicable securities laws of any state of each case in reliance on Rule 144A. / / Such Convertible Note is being transferred outside the United States; States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act. / / Such Convertible Note is being transferred pursuant to and further certifies that in compliance with an exemption from 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% Convertible Subordinated Notes due 2005 (registration requirements under the "Securities") Reference is hereby made to the Indenture dated as of January 20, 2000 (the "Indenture") between Young & Rubicam Inc., a Delaware corporation (the "Company"), and The Bank of New York, as Trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of the Securities, which are convertible into shares of common stock ("Common Stock") of the Company, we confirm that:Securities Act
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