Common use of SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE Clause in Contracts

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory of Trustee Exhibit G Form Of Certificate Of Transfer Re: CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Appears in 1 contract

Samples: First Supplemental Indenture (Cardinal Health Inc)

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security Note for an interest in another Global Security Note or for a certificated Definitive Note, or exchanges of a part of another Global Security Note or certificated Definitive Note for an interest in this Global SecurityNote, have been made: Date of Exchange exchange Amount of decrease in Principal Amount principal amount of this Global Security Note Amount of increase in Principal Amount principal amount of this Global Security Note Principal Amount amount of this Global Security Note following such decrease (or increase) Signature of authorized signatory officer of Trustee or Notes Custodian Exhibit G Form Of Certificate Of Transfer B FORM OF CONVERSION NOTICE Ciena Corporation The Bank of New York Mellon Trust Company, N.A. Re: CareFusion Corporation 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (the “Issuer”) [Title of Notes] (the “Notes”CUSIP 171779 AJ0) Reference is hereby made to the Indenture, dated as of July 21[ ], 2009 2017 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company AmericasCiena Corporation, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 issuer (the “First Supplemental Indenture” andCompany”), together with the Original Indentureand The Bank of New York Mellon Trust Company, N.A., as trustee (the “IndentureTrustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates (the “Owner”) owns and proposes to $ convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Notes held $ in the form of* a beneficial interest in a Global Note or* Certificated Notes by such Note[s] or interests (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “IssuerConversion”) [Title pursuant to Article 6 of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale the Conversion, the Owner hereby certifies that, as Owner of $ aggregate this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the NotesCompany or a combination thereof, we confirm that such sale has been effected pursuant to and as applicable, in accordance with Regulation S the terms of the Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 19331934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, as amended please print such Person’s name and address: (the “Securities Act”)Name) (Address) Social Security or other Identification Number, andif any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, accordingly, we represent thatplease indicate:

Appears in 1 contract

Samples: Ciena Corp

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory officer of Trustee Exhibit G E Form Of Certificate Of Transfer Re: CareFusion Corporation Cardinal Health, Inc. (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21April 18, 2009 1997 (the “Original Indenture”), between the Issuer and Deutsche The Bank of New York Trust Company AmericasCompany, N.A. (successor to X.X. Xxxxxx Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21October 3, 2009 2006 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred to an institutional “accredited investor” (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit F to the First Supplemental Indenture. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H G to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. .] ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. .] [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H F Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Transferee Letter of Representation The Bank of New York Trust Company Americas Company, N.A. Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Trust Services Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of July 21April 18, 2009 1997 (the “Original Indenture”), between the Issuer and Deutsche The Bank of New York Trust Company AmericasCompany, N.A. (successor to X.X. Xxxxxx Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21October 3, 2009 2006 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale This certificate is delivered to request a transfer of $ aggregate principal amount of the [Title of Notes] of Cardinal Health, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended Inc. (the “Securities ActIssuer”), andand any guarantee thereof (the “Notes”). Upon transfer, accordingly, we represent the Notes would be registered in the name of the new beneficial owner as follows: Name: _____________________________ Address: ___________________________ Taxpayer ID Number: __________________ The undersigned represents and warrants to you that:

Appears in 1 contract

Samples: Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory officer of Trustee Exhibit G E Form Of Certificate Of Transfer Re: CareFusion Corporation Cardinal Health, Inc. (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21April 18, 2009 1997 (the “Original Indenture”), between the Issuer and Deutsche The Bank of New York Trust Company AmericasCompany, N.A. (successor to X.X. Xxxxxx Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the First Second Supplemental Indenture, dated as of July 21June 8, 2009 2007 (the “First Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Second Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred to an institutional “accredited investor” (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit F to the Second Supplemental Indenture. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H G to the First Second Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. .] ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. .] [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * *Check applicable box. Exhibit H F Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Transferee Letter of Representation The Bank of New York Trust Company Americas Company, N.A. Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Trust Services Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of July 21April 18, 2009 1997 (the “Original Indenture”), between the Issuer and Deutsche The Bank of New York Trust Company AmericasCompany, N.A. (successor to X.X. Xxxxxx Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the First Second Supplemental Indenture, dated as of July 21June 8, 2009 2007 (the “First Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale This certificate is delivered to request a transfer of $ aggregate principal amount of the [Title of Notes] of Cardinal Health, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended Inc. (the “Securities ActIssuer”), andand any guarantee thereof (the “Notes”). Upon transfer, accordingly, we represent the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:

Appears in 1 contract

Samples: Supplemental Indenture (Cardinal Health Inc)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security Note for an interest in another Global Security Note or for a certificated Definitive Note, or exchanges of a part of another Global Security Note or certificated Definitive Note for an interest in this Global SecurityNote, have been made: Date Principal Amount of Exchange Signature of authorized Amount of decrease in Principal Amount of this Global Security Amount of increase in this Global Note officer of in Principal Amount Principal Amount following such Trustee or Notes Date of Exchange of this Global Security Principal Amount Note of this Global Security following such Note decrease (or increase) Signature Custodian Exhibit B FORM OF CONVERSION NOTICE Ciena Corporation The Bank of authorized signatory of Trustee Exhibit G Form Of Certificate Of Transfer New York Re: CareFusion Corporation 0.875% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (the “Issuer”) [Title of Notes] (the “Notes”CUSIP 100000XX0) Reference is hereby made to the Indenture, dated as of July 21June 11, 2009 2007 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company AmericasCiena Corporation, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 issuer (the “First Supplemental Indenture” andCompany”), together with the Original Indentureand The Bank of New York, as trustee (the “IndentureTrustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates (the “Owner”) owns and proposes to $ convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Notes held $ in the form of* a beneficial interest in a Global Note or* Certificated Notes by such Note[s] or interests (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “IssuerConversion”) [Title pursuant to Article VI of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale the Conversion, the Owner hereby certifies that, as Owner of $ this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Notes, we confirm Applicable Conversion Rate. The Owner directs that such sale shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been effected indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to and in accordance with Regulation S Rule 17Ad-15 under the Securities Exchange Act of 19331934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, as amended please print such Person’s name and address: (the “Securities Act”)Name) (Address) Social Security or other Identification Number, andif any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, accordingly, we represent thatplease indicate:

Appears in 1 contract

Samples: Indenture (Ciena Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security Note for an interest in another Global Security Note or for a certificated Definitive Note, or exchanges of a part of another Global Security Note or certificated Definitive Note for an interest in this Global SecurityNote, have been made: Date of Exchange Amount of decrease Decrease in Principal Amount at Maturity of this Global Security Note Amount of increase Increase in Principal Amount at Maturity of this Global Security Note Principal Amount Maturity of this Global Security following Note Following such decrease Decrease (or increaseIncrease) Signature of authorized signatory of Trustee Exhibit G Form Of Certificate Of Transfer Re: CareFusion Corporation EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the “Issuer”Indenture) [Title of Notes] (has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the “Notes”) Reference is hereby made to extent set forth in the Indenture, dated as of July May 21, 2009 2015 (the “Original Base Indenture”), between among SM Energy Company, a Delaware corporation (the Issuer “Company”), and Deutsche U.S. Bank Trust Company AmericasNational Association, as trusteetrustee (the “Trustee”), as amended and supplemented by the First Fourth Supplemental Indenture, Indenture dated as of July 21August 20, 2009 2018 (the “First Supplemental Indenture” and, together with the Original Base Indenture, as so amended and supplemented, being called the “Indenture”). Capitalized terms used but not defined herein shall have , and subject to the meanings given to them provisions in the Indenture. This Certificate relates to $ principal amount of Notes held in , (a) the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations due and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 punctual payment of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” principal of, premium, if any, and interest on the Notes (as defined in Rule 144A under the Securities ActIndenture), in reliance whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act overdue principal, premium, and a transfer certificate for Regulation S transfers in the form of Exhibit H interest, to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under extent permitted by law, and the Securities Act. An Opinion due and punctual performance of Counsel all other obligations of the Company to the effect that such transfer does not require registration under Holders or the Securities Act accompanies this certification. ¨ Such Note is being transferred Trustee all in reliance on and in compliance accordance with an exemption from the registration requirements terms of the Securities Act Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other than Rule 144A obligations, that the same will be promptly paid in full when due or Rule 144 under performed in accordance with the Securities Act to a person other than an institutional “accredited investor.” An Opinion terms of Counsel the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the effect that such transfer does not require registration under Holders of Notes and to the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Eleven of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Reference Indenture and reference is hereby made to the Indenture, dated as of July 21, 2009 (Indenture for the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized precise terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to Guarantee. This Guarantee shall be governed by and construed in accordance with Regulation S under the Securities Act laws of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:State of New York. [Insert Name of Guarantor] By: Name: Title: Dated: EXHIBIT C

Appears in 1 contract

Samples: Indenture (SM Energy Co)

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security for an interest in another Global Security or for a certificated Note, or exchanges of a part of another Global Security or certificated Note for an interest in this Global Security, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory of Trustee Exhibit G C Form Of Certificate Of Transfer Re: CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Second Supplemental Indenture, dated as of July 21March 11, 2009 2013 (the “First Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Second Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H D to the First Second Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. * Check applicable box. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H D Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “Issuer”) [Title of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Second Supplemental Indenture, dated as of July 21March 11, 2009 2013 (the “First Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Appears in 1 contract

Samples: Second Supplemental Indenture (CAREFUSION Corp)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security Note for an interest in another Global Security Note or for a certificated Definitive Note, or exchanges of a part of another Global Security Note or certificated Definitive Note for an interest in this Global SecurityNote, have been made: Date of Exchange exchange Amount of decrease in Principal Amount principal amount of this Global Security Note Amount of increase in Principal Amount principal amount of this Global Security Note Principal Amount amount of this Global Security Note following such decrease (or increase) Signature of authorized signatory officer of Trustee or Notes Custodian Exhibit G Form Of Certificate Of Transfer B FORM OF CONVERSION NOTICE Ciena Corporation The Bank of New York Mellon Trust Company, N.A. Re: CareFusion Corporation 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (the “Issuer”) [Title of Notes] (the “Notes”CUSIP 171779 AJ0) Reference is hereby made to the Indenture, dated as of July 21August 2, 2009 2017 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company AmericasCiena Corporation, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 issuer (the “First Supplemental Indenture” andCompany”), together with the Original Indentureand The Bank of New York Mellon Trust Company, N.A., as trustee (the “IndentureTrustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates (the “Owner”) owns and proposes to $ convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Notes held $ in the form of* a beneficial interest in a Global Note or* Certificated Notes by such Note[s] or interests (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “IssuerConversion”) [Title pursuant to Article 6 of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale the Conversion, the Owner hereby certifies that, as Owner of $ aggregate this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the NotesCompany or a combination thereof, we confirm that such sale has been effected pursuant to and as applicable, in accordance with Regulation S the terms of the Indenture. The Owner directs that any cash payable and any shares of Common Stock of the Company issuable and deliverable upon the Conversion, together with any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 19331934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, as amended please print such Person’s name and address: (the “Securities Act”)Name) (Address) Social Security or other Identification Number, andif any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, accordingly, we represent thatplease indicate:

Appears in 1 contract

Samples: Ciena Corp

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Security Note for an interest in another Global Security Note or for a certificated Definitive Note, or exchanges of a part of another Global Security Note or certificated Definitive Note for an interest in this Global SecurityNote, have been made: Date Principal Amount of Exchange Amount of amount of this Signature of decrease in Principal Amount increase in Global Note authorized principal principal following such officer of amount of this Global Security Amount of increase in Principal Amount amount of this Global Security Principal Amount of this Global Security following such decrease (or Trustee or Notes Date of exchange Global Note Global Note increase) Signature Custodian Exhibit B FORM OF CONVERSION NOTICE Ciena Corporation The Bank of authorized signatory of Trustee Exhibit G Form Of Certificate Of Transfer New York Mellon Re: CareFusion Corporation 4.0% Convertible Senior Notes due 2015 CONVERSION NOTICE (the “Issuer”) [Title of Notes] (the “Notes”CUSIP [ ]) Reference is hereby made to the Indenture, dated as of July 21March 15, 2009 2010 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company AmericasCiena Corporation, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 issuer (the “First Supplemental Indenture” andCompany”), together with the Original Indentureand The Bank of New York Mellon, as trustee (the “IndentureTrustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates (the “Owner”) owns and proposes to $ convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Notes held $ in the form of* a beneficial interest in a Global Note or* Certificated Notes by such Note[s] or interests (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit H to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification. [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. Exhibit H Form of Certificate To Be Delivered in Connection with Regulation S Transfers Deutsche Bank Trust Company Americas Attention: Manager Corporate Team – CareFusion Corporation CareFusion Corporation (the “IssuerConversion”) [Title pursuant to Article 6 of Notes] (the “Notes”) Reference is hereby made to the Indenture, dated as of July 21, 2009 (the “Original Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the First Supplemental Indenture, dated as of July 21, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale the Conversion, the Owner hereby certifies that, as Owner of $ this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Notes, we confirm Conversion Rate in effect on the Conversion Date. The Owner directs that such sale shares, together with a check in payment for any fractional shares, Make-whole Premium, or amount in lieu of any Additional Shares and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been effected indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to and in accordance with Regulation S Rule 17Ad-15 under the Securities Exchange Act of 19331934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, as amended please print such Person’s name and address: (the “Securities Act”)Name) (Address) Social Security or other Identification Number, andif any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, accordingly, we represent thatplease indicate:

Appears in 1 contract

Samples: Indenture (Ciena Corp)

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