CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:_________________ Marvell Technology, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: D. ▇▇▇▇▇ (Marvell Technology Group) Re: Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the 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 Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name: Title: The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been made:
Appears in 1 contract
Sources: First Supplemental Indenture (Marvell Technology Group LTD)
CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:_________________ Marvell TechnologyDate: NOTICE: To be executed by an executive officer The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, Inc. ▇▇▇▇ ▇check the box: Asset Sale ☐ Change of Control ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee INSTALLED BUILDING PRODUCTS, INC. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇c/o U.S. Bank National Association as Trustee and Registrar U.S. Bank National Association ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇ ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇, ▇▇▇ ▇▇▇▇▇ AttnAttention: D. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone No.: (Marvell Technology Group▇▇▇) Re▇▇▇-▇▇▇▇) Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.75% Senior Notes due 2026 Reference is hereby made to the Indenture, dated as of April 12, 2021 2028 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “CompanyNotes”) of INSTALLED BUILDING PRODUCTS, INC. (collectively with its successors and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indentureassigns, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the 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 Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “ExchangeIssuer”). The Owner hereby certifies that Upon transfer, the Notes would be registered in connection with the Exchange name of the Owner’s Regulation S Global Note for a new beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] Byowner as follows: Name: TitleAddress: Taxpayer ID Number: The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been madeundersigned represents and warrants to you that:
Appears in 1 contract
CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:_________________ Marvell Technology, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S 19801 U.S. Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: D. ▇▇▇▇▇ (Marvell Technology Group) Re: Senior Notes due 2026 2031 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), between Marvell Technology, Inc., a Delaware Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 12, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Marvell Technology Group Ltd., a Bermuda exempted company, as guarantor, and the 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 Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•●] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•●]. [Insert Name of Transferor] By: Name: Title: The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities Notes or a part of another Global Note have been made:
Appears in 1 contract
Sources: First Supplemental Indenture (Marvell Technology Group LTD)