¨ Check if Transfer is Pursuant to Other Exemption Sample Clauses
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: _______________________
1. The Transferor owns and proposes to transfer the following:
(a) a beneficial interest in the:
(i) 144A Global Note (CUSIP __________), or
(ii) Regulation S Global Note (CUSIP __________), or
(b) a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) a beneficial interest in the:
(i) 144A Global Note (CUSIP __________), or
(ii) Regulation S Global Note (CUSIP __________), or
¨ 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 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. Tyco International plc Xxxx 0000, Xxxxxxxx 0000 Xxxx Xxxx, Xxxxx, Cork, Ireland Attn: General Counsel [Address of Trustee] Re: [Insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of [Insert date], among Tyco International plc, 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 [Insert trustee], a [Insert jurisdiction of trustee], as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of [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 ...
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ¨ a beneficial interest in the:
(i) ¨ 144A Global Note (CUSIP ), or
(ii) ¨ Regulation S Global Note (CUSIP ), or
(iii) ¨ IAI Global Note (CUSIP ); or
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. _____________________________________________ [Insert Name of Transferor] By:__________________________________________ Name: Title: Dated: _______________________
1. The Transferor owns and proposes to transfer the following:
a) ☐ a beneficial interest in the:
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the:
¨ 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 Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated:
1. The Transferor owns and proposes to transfer the following:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Note (CUSIP ), or
(ii) ☐ Regulation S Global Note (CUSIP ), or
(iii) ☐ IAI Global Note (CUSIP ); or
(b) ☐ a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) ☐ a beneficial interest in the:
(i) ☐ 144A Global Note (CUSIP ), or
(ii) ☐ Regulation S Global Note (CUSIP ), or
(iii) ☐ IAI Global Note (CUSIP ); or
(iv) ☐ Unrestricted Global Note (CUSIP ); or
(b) ☐ a Restricted Definitive Note; or
(c) ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. Nathan’s Famous, Inc. One Jericho Plaza, Second Floor - Wing A Jericho, New York 11753 U.S. Bank National Association as Trustee and Registrar 00 Xxxxxxxxxx Xxxxxx, EP-MN-WS3C Saint Xxxx, MN 55107-2292 Re: 6.625% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of November 1, 2017 (the “Indenture”), among Nathan’s Famous, Inc., as issuer (the “Issuer”), the Guarantors party thereto, U.S. Bank National Association, as trustee and U.S. Bank National Association, as 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 Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
¨ 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, 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 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. 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 U.S. 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 Transferor]
1. The Transferor owns and proposes to transfer a Restricted Physical Debenture.
2. After the Transfer, the Transferee will hold: (a) a Restricted Physical Debenture (b) a beneficial interest in the Unrestricted Global Debenture CUSIP X.X. Xxx 00000 Xxxxxxxxx XX Calgary, Alberta T3C 3W2 Attention: Chief Executive Officer 0 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 (CUSIP 000000XX0) Reference is hereby made to the Indenture, dated as of June 21, 2018 (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 Debentures or interests in such Debentures specified herein, in the principal amount of $ (the “Exchange”). In connection with the Exchange, the 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 Phys...
¨ 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 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 Certificated Security will not be subject to the restrictions on transfer enumerated in the applicable legend printed on the Restricted Global Securities or Restricted Certificated Securities and in the Indenture.