Common use of FORM OF PURCHASE NOTICE Clause in Contracts

FORM OF PURCHASE NOTICE. To: Globalstar, Inc. The undersigned registered Holder of this Security, pursuant to Holder’s option to require the Company to repurchase this Security on a Purchase Date, requests and instructs the Company to repurchase this Security, or the portion hereof (which portion must be in an authorized denomination) designated below, as of the Purchase Date pursuant to the terms and conditions specified in Section 8.02 of the Fourth Supplemental Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. [Certificate No.:____________]4 Dated: Signature(s) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: $ (Name) Principal amount to be repurchased (if less than all) (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address 4 Include for Definitive Securities [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $___________. The following increases or decreases in this Global Security have been made: Date 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 or Securities Custodian EXHIBIT B Form of Guaranty Agreement EXHIBIT B GUARANTY AGREEMENT dated as of _________, 2013 by and among GLOBALSTAR, INC., Certain Subsidiaries of GLOBALSTAR, INC. as Subsidiary Guarantors, in favor of U.S. BANK NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS ARTICLE I. 3

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Globalstar, Inc.)

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FORM OF PURCHASE NOTICE. To: GlobalstarManor Care, Inc. The undersigned registered Holder holder of this SecuritySecurity hereby acknowledges receipt of a notice from Manor Care, pursuant Inc. (the "Company") as to Holder’s the holder's option to require the Company to repurchase this Security on a Purchase Date, and requests and instructs the Company to repurchase this Security, or the portion hereof (which portion must be in an authorized denominationis $1,000 principal amount or a integral multiple thereof) designated below, as in accordance with the terms of the Purchase Date pursuant to the terms and conditions specified in Section 8.02 of the Fourth Supplemental Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. [Certificate No.:____________]4 If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ________________________________________________ ________________________________________________ Signature(s) The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banksa commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, stockbrokersor Securities to be delivered, savings and loan associations and credit unions) with membership other than to or in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15the name of the registered holder. ________________________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: $ ____________________________________ (Name) Principal amount to be repurchased purchased (if less than all): $__________,000 ____________________________________ (Xxxxxx Xxxxxxx) (Street Address) ____________________________________ _______________________________________ (City state and zip code) Social Security or Other Taxpayer Number Please print name and address 4 Include for Definitive If the Company has elected to pay the Purchase Price, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable in cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied, I elect [check one]: __ to withdraw this Purchase Notice as to the Securities [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY The initial principal amount to which this Purchase Notice relates in the Principal Amount of this Global Security is $_________, 000, with certificate numbers _______, or __ to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which this Purchase Notice relates. The following increases or decreases in this Global Security have been made: Date 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 or Securities Custodian EXHIBIT B Form of Guaranty Agreement EXHIBIT B GUARANTY AGREEMENT FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS This Supplemental Indenture, dated as of [__________] (this "Supplemental Indenture" or "Guarantee"), 2013 by among [name of future Subsidiary Guarantor] (the "Guarantor"), Manor Care, Inc. (together with its successors and among GLOBALSTARassigns, INC.the "Company"), Certain Subsidiaries of GLOBALSTAReach other then existing Subsidiary Guarantor under the Indenture referred to below, INC. as Subsidiary Guarantors, in favor of U.S. BANK NATIONAL ASSOCIATIONand National City Bank, as Trustee TABLE OF CONTENTS ARTICLE I. 3under the Indenture referred to below.

Appears in 1 contract

Samples: Indenture (HCRC Inc)

FORM OF PURCHASE NOTICE. To: Globalstar, Inc. Eastman Kodak Company The undersigned registered Holder regixxxxxx holder of this Security, pursuant Note hereby acknowledges receipt of a notice from Eastman Kodak Company (the "Company") as to Holder’s thx xxxxxr's option to require the Company to repurchase this Security on a Purchase Date, Note and requests and instructs the Company to repurchase this SecurityNote, or the portion hereof (which portion must be in is $1,000 principal amount or an authorized denominationintegral multiple thereof) designated below, as in accordance with the terms of the Purchase Date pursuant to the terms and conditions specified in Section 8.02 of the Fourth Supplemental Indenture referred to in this Security Note and directs that the check of the Company in payment for this Security Note or the portion thereof and any Securities Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder holder hereof unless a different name has been indicated below. [Certificate No.:____________]4 If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) The signature(sSignature(s) should must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership a commercial bank or trust company or a member firm of a major stock exchange if Notes are to be delivered other than to or in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15the name of the registered holder. Signature Guarantee Fill in for registration of shares if to be delivered, and Securities Notes if to be issued other than to and in the name of registered holder: $ (Name) Principal amount to be repurchased (if less than all) (Street Address) (City City, state and zip code) Social Security or Other Taxpayer Number Please print name and address 4 Include for Definitive Securities [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is Principal Amount to be purchased (if less than all): $__________,000 Social Security or Other Taxpayer Number Exhibit F ASSIGNMENT FORM For value received ___________________________ hereby sell(s), assign(s) and transfer(s) unto _____________________________________________________________ _________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if Notes are to be delivered other than to or in the name of the registered holder. Signature Guarantee NOTICE: The following increases above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or decreases in this Global Security have been made: Date Amount enlargement or any change whatever. Exhibit G FORM OF RESTRICTED COMMON STOCK LEGEND THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER 10, 2003 ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME. Exhibit H FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (Transfers pursuant to Section 8.04(b) 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 or Securities Custodian EXHIBIT B Form of Guaranty Agreement EXHIBIT B GUARANTY AGREEMENT the Supplemental Indenture) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT] Re:Eastman Kodak Company 3.375% Convertible Senior Notes Due 2033 (the "Notes") Reference is hereby made to the Indenture, dated as of January 1, 1988, as supplemented by the First Supplemental Indenture thereto, dated as of September 6, 1991, the Second Supplemental Indenture thereto, dated as of September 20, 1991, the Third Supplemental Indenture thereto, dated as of January 26, 1993, the Fourth Supplemental Indenture thereto, dated as of March 1, 1993, and the Fifth Supplemental Indenture thereto, dated as of October 10, 2003, between the Company and the Trustee (collectively, the "Indenture"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to _________ shares of Common Stock represented by the accompanying certificate(s) that were issued upon conversion of Notes and which are held in the name of ______________________________________ [name of transferor] (the "Transferor") to effect the transfer of such Common Stock. In connection with the transfer of such shares of Common Stock, 2013 by and among GLOBALSTAR, INC., Certain Subsidiaries the undersigned confirms that such shares of GLOBALSTAR, INC. as Subsidiary Guarantors, in favor of U.S. BANK NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS ARTICLE I. 3Common Stock are being transferred: CHECK ONE BOX BELOW

Appears in 1 contract

Samples: Eastman Kodak Co

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FORM OF PURCHASE NOTICE. [Date] To: Globalstar, Inc. The undersigned registered Holder State Street Bank and Trust Company as Administrative Agent Attention: Tel.: Email: with a copy to: State Street Bank and Trust Company Tel.: Fax: Attention: Email: Re: Purchase Notice for Conveyance Date of this Security, [ ] (the “Conveyance Date”) Ladies and Gentlemen: This Purchase Notice is delivered to you pursuant to Holder’s option Section 2.1(a) of the Sale and Contribution Agreement, dated as of [n], 2020 (together with all amendments, if any, from time to require time made thereto, the Company to repurchase this Security on a Purchase Date“Sale Agreement”), requests between OR Tech Financing I LLC, as purchaser (the “Purchaser”), and instructs Owl Rock Technology Finance Corp, as seller (the Company to repurchase this Security, “Seller”). Unless otherwise defined herein or the portion hereof (which portion must be context otherwise requires, capitalized terms used herein have the meanings provided in an authorized denominationthe Sale Agreement. In accordance with Section 2.1(a) designated belowof the Sale Agreement, effective as of the Conveyance Date, the Seller hereby Conveys to the Purchaser [as a sale for cash for a Purchase Price of $ ] [and] [as a Contribution in the amount of $ ] on the above-referenced Conveyance Date pursuant to the terms and conditions specified of the Sale Agreement the Loan Assets listed on Schedule A hereto, together with all proceeds of the foregoing. Please wire the cash portion of the Purchase Price to the Seller pursuant to the wiring instructions included in Attachment 1 of this letter. The Seller certifies that the conditions described in Section 8.02 6.1 of the Fourth Supplemental Indenture referred Sale Agreement have been satisfied with respect to in this Security and directs such Conveyance. The Seller agrees that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered if prior to the registered Holder hereof unless a different name has been indicated belowConveyance Date any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will promptly so notify the Purchaser and the Administrative Agent. [Certificate No.:____________]4 Dated: Signature(s) The signature(s) should Except to the extent, if any, that USActive 53773370.2Sch. B-1 US-DOCS\116677064.5 NAI-1513992871v2 prior to the Conveyance Date the Purchaser shall receive written notice to the contrary from the Seller, each matter certified to herein shall be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to SEC Rule 17Ad-15. Signature Guarantee Fill in for registration of shares if deemed once again to be certified by the Seller as true and correct in all material respects at the Conveyance Date as if then made. The Seller has caused this Purchase Notice to be executed and delivered, and Securities if the certification and warranties contained herein to be issued other than to and in the name of registered holder: $ (Name) Principal amount to be repurchased (if less than all) (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address 4 Include for Definitive Securities [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $___________. The following increases or decreases in this Global Security have been made: Date 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 , by its duly authorized signatory of Trustee or Securities Custodian EXHIBIT B Form of Guaranty Agreement EXHIBIT B GUARANTY AGREEMENT dated officer as of _________the date first written above. Very truly yours, 2013 by OWL ROCK TECHNOLOGY FINANCE CORP. By: Name: Title: Accepted and among GLOBALSTAR, INC., Certain Subsidiaries of GLOBALSTAR, INCAgreed OR TECH FINANCING I LLC By: Name: Title: USActive 53773370.2Sch. as Subsidiary Guarantors, in favor of U.S. BANK NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS ARTICLE I. 3B-2 US-DOCS\116677064.5 NAI-1513992871v2 Attachment 1 Wire Instructions Bank: ABA: Name: Number: For further credit to account: Sch. B-3 US-DOCS\116677064.5 NAI-1513992871v2

Appears in 1 contract

Samples: Sale and Contribution Agreement (Owl Rock Technology Finance Corp.)

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