Fundamental Change Repurchase Notice. VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. OPTIONAL REPURCHASE NOTICE VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Optional Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Optional Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned directs the Company to purchase the above-referenced principal amount on (check one): ◻ November 1, 2023◻ November 1, 2028 ◻ November 1, 2033 ◻ November 1, 2038◻ November 1, 2043 The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Optional Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. ASSIGNMENT FORM VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to: Name: Address: Social security or tax identification number: the within Note and all rights thereunder irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT B FORM OF GLOBAL NOTE LEGEND THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.
Appears in 1 contract
Samples: Verastem, Inc.
Fundamental Change Repurchase Notice. VERASTEM, INC. 5.002.00% Series 2 Convertible Senior Notes due 2048 2024 To: GUESS?, INC. To: U.S. Bank National Association 000 Xxxxxx Xxxxxx 00xx Xxxxx Xxxxxxxx, XX 00000 Facsimile: 000-000-0000 Attention: Xxxxxx Xxxxxxxxx Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below (i) hereby acknowledges receipt of a notice from Guess?, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date, and (ii) is exercising its Fundamental Change Repurchase Right with respect to (check one): ◻ ☐ the entire principal amount of ◻ ☐ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: Date: (Legal Name of Holder) By: By: Name: Title: Social Security or Other Taxpayer Identification Number NOTICE: The above signature of Holder hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. * Must be an Authorized Denomination. Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: By: Authorized Signatory * Must be an Authorized Denomination. OPTIONAL REPURCHASE NOTICE VERASTEMASSIGNMENT FORM GUESS?, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Optional Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Optional Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned directs the Company to purchase the above-referenced principal amount on (check one): ◻ November 1, 2023◻ November 1, 2028 ◻ November 1, 2033 ◻ November 1, 2038◻ November 1, 2043 The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Optional Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. ASSIGNMENT FORM VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to: Name: Address: Social security or tax identification number: the within Note and all rights thereunder irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT B FORM OF GLOBAL NOTE LEGEND THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.
Appears in 1 contract
Samples: Indenture (Guess Inc)
Fundamental Change Repurchase Notice. VERASTEM, INC. 5.003.75% Series 2 Convertible Senior Notes due 2048 2028 To: GUESS?, INC. To: U.S. Bank Trust Company, National Association 000 Xxxxxx Xxxxxx, 00xx Xxxxx Hartford, CT 06103 Attention: X. Xxxxxxxxx (Guess?, Inc. Administrator) Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below (i) hereby acknowledges receipt of a notice from Guess?, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date, and (ii) is exercising its Fundamental Change Repurchase Right with respect to (check one): ◻ ☐ the entire principal amount of ◻ ☐ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: Date: (Legal Name of Holder) By: By: Name: Title: Social Security or Other Taxpayer Identification Number NOTICE: The above signature of Holder hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: By: Authorized Signatory * Must be an Authorized Denomination. OPTIONAL REPURCHASE NOTICE VERASTEMASSIGNMENT FORM GUESS?, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Optional Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Optional Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned directs the Company to purchase the above-referenced principal amount on (check one): ◻ November 1, 2023◻ November 1, 2028 ◻ November 1, 2033 ◻ November 1, 2038◻ November 1, 2043 The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Optional Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. ASSIGNMENT FORM VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to: Name: Address: Social security or tax identification number: the within Note and all rights thereunder irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT B FORM OF GLOBAL NOTE LEGEND THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.
Appears in 1 contract
Samples: Indenture (Guess Inc)
Fundamental Change Repurchase Notice. VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 2025 To: BLOOMIN’ BRANDS, INC. To: Xxxxx Fargo Bank, National Association Attention: Corporate Trust Administrator – Bloomin’ Brands MAC N9303-110 000 Xxxxx 0xx Xxxxxx, 0xx Floor Minneapolis, MN 55415 xxxx.x.xxxxxxx@xxxxxxxxxx.xxx Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below (i) hereby acknowledges receipt of a notice from Bloomin’ Brands, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date, and (ii) is exercising its Fundamental Change Repurchase Right with respect to (check one): ◻ ☐ the entire principal amount of ◻ ☐ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: Date: (Legal Name of Holder) By: By: Name: Title: Social Security or Other Taxpayer Identification Number NOTICE: The above signature of Holder hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. * Must be an Authorized Denomination. Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: By: Authorized Signatory * Must be an Authorized Denomination. OPTIONAL REPURCHASE NOTICE VERASTEMASSIGNMENT FORM BLOOMIN’ BRANDS, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Optional Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Optional Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned directs the Company to purchase the above-referenced principal amount on (check one): ◻ November 1, 2023◻ November 1, 2028 ◻ November 1, 2033 ◻ November 1, 2038◻ November 1, 2043 The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Optional Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. ASSIGNMENT FORM VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to: Name: Address: Social security or tax identification number: the within Note and all rights thereunder irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT B FORM OF GLOBAL NOTE LEGEND THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.
Appears in 1 contract
Samples: Indenture (Bloomin' Brands, Inc.)
