¨ 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: ANNEX A TO CERTIFICATE OF TRANSFER
¨ 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: Exhibit C FORM OF CERTIFICATE OF EXCHANGE Indigo Merger Sub, Inc. c/o: ICON plc Attention: Chief Financial Officer with a copy to General Counsel South County Business Park Leopardstown Dublin 18 Ireland Email: Libhin.NicGabhann@iconplc.com with a copy to ICON General Counsel: Diarmaid.Cunningham@iconplc.com Phone: +353 1 2912000 Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Fax: [●] Attention: [●] Re: 2.875% Senior Secured Notes due 2026 (CUSIP [●])
¨ 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 to a Person who is not an affiliate (as defined in Rule 144) of the Issuers 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
¨ 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 Warrant Agreement and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Warrant Agreement 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 Warrant Agreement, the transferred Warrant will not be subject to the restrictions on transfer enumerated in the private placement legend printed on the restricted Warrants as contemplated by the Warrant Agreement. 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. The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act and in compliance with the transfer restrictions contained in the Warrant Certificate and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for the benefit of the Company and for the benefit of the Warrant Agent. [Insert Name of Transferee] By: Name: Title: Dated: SCHEDULE D FORM OF PUT NOTICE RELATING TO WARRANTS ISSUED BY YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE “COMPANY”) Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 070151 People’s Republic of China Facsimile No.: (86) 312 892 9800 Attention: Chief Financial Officer With a copy to: Deutsche Bank AG, Hong Kong Branch 48th Floor Cheung Kong Center 2 Queen’s Road Central Hong Kong Facsimile No.: +852 2203 7320 Attention: Trust and Securities Services Re: Put Option Notice By delivering this duly completed Notice to the Company, the undersigned holder of the Warrants surrendered with this Notice and referred to below irrevocably exercises its option to be paid the Put Price (as defined in, and calculated pursuant to, the Warrant Agreement) in accordance with Section 9 of the Warrant Agreement. This Notice relates to [ ___] Warrants bearing: The following serial number of Warrant Certificate(1): ISIN Number of Global Warrant(1): Payment Instructions Please make payment in respect of the above-mentioned Warrants by remittance to the following bank account: Bank: Branch Address: Branch Code: Account Number: Signature of holder: NOTES:
¨ 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 and in compliance with the transfer restrictions contained in the Warrant Certificate and the Warrant Agreement and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferee] By: Name: Title: Dated: _________________ Exhibit C FORM OF AUTHORIZATION CERTIFICATE I, [Name], [Title], acting on behalf of China Mobile Media Technology Inc. (the “Company”), hereby certify 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 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 will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global 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: Dated: Title: SCHEDULE I ASSETS UNDER CONTRACT None Schedule II Existing Liens Liens in favor of Bank of America, N.A., as administrative agent and collateral agent (“BofA”), arising under that certain Credit Agreement, dated as of the date hereof, among Nortek, Inc., as Specified U.S. Borrower (as defined therein), the other Borrowers (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, BofA and the other agents party thereto. Liens in favor of U.S. Bank National Association, as trustee and collateral agent (“USB”), arising under that certain Indenture, dated as of the date hereof, among Nortek, Inc., as Issuer (as defined therein), the Guarantors (as defined therein) from time to time party thereto and USB. Jurisdiction Debtor Secured Party Filing Info Collateral AIGIS MECHTRONICS, INC. Delaware SOS Aigis Mechtronics, Inc. U.S. Bank National Association 2008 1740412 5/20/2008 All assets. Delaware SOS Aigis Mechtronics, Inc. Bank of America, N.A., as Administrative Agent 2008 1744026 5/20/2008 All assets. BROAN-MEXICO HOLDINGS, INC. Delaware SOS (domestic) Jensen Industries, Inc. U.S. Bank National Association 2008 1740891 5/20/2008 All assets. Amended to change name: Broan-Mexico Holdings, Inc. Amendment 2008 3138508 9/16/2008 Jurisdiction Debtor Secured Party Filing Info Collateral Delaware SOS Jensen Industries, Inc. Bank of America, N.A., as Administrative Agent 2008 1744083 5/20/2008 All assets. Amended to change name: Broan-Mexico Holdings, Inc. Amendment 2008 323...

Related to ¨ Check if Transfer is Pursuant to Other Exemption

  • Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act 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 no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • FINRA Exemption To enable Cowen to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.