Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the Company, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Name:
Appears in 1 contract
Samples: Indenture (Tupperware Brands Corp)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144Rule144, the Notes are transfer is occurring after July 24, 2004 and is being transferred effected in a transaction permitted by accordance with the applicable current public information, amount, manner of sale and notice requirements of Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial PurchasersCompany. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) Print the name of the Holder Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the Note, (b) the principal amount person signing on behalf of the Note, Undersigned must be stated.) EXHIBIT C RESTRICTED NOTES CERTIFICATE (cFor transfers pursuant to Section 2.06(ii)(B) the principal amount of the Note to be repurchasedIndenture) Wilmington Trust Company, as Security Registrar Re: 11⅞% Notes due 2008 of Allegheny Energy, Inc. (dthe "Notes") the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase Reference is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior made to the Change Indenture, dated as of Control Payment DateJuly 24, 2003 (the "Indenture"), between Allegheny Energy, Inc. (the "Company") and Wilmington Trust Company, as Trustee. The address Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the Paying Agent is Xxxxx Fargo Bank"Securities Act"), National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is are used herein as so defined. This certificate relates to be repurchased, specify the portion thereof (which principal amount must be U.S. $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersignedprincipal amount of Notes, ____________together with such Notes' Attached Warrants, being which Notes are evidenced by the ____________ of ____________ following certificate(s) (the “Company”"Specified Notes"): CUSIP No(s). CERTIFICATE No(s). The person in whose name this certificate is executed below (the "Undersigned") does hereby certify certifies that either (i) it is the individuals listed below are qualified and acting officers sole beneficial owner of the Company Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as set forth the "Owner". If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen the Undersigned, as or on behalf of the genuine signature Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National AssociationUndersigned, as Trustee or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Indenture dated as Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of ___________, 2011, among the Companystates of the United States and other jurisdictions. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, Owner hereby further certifies as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Samples: Allegheny Energy Inc
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.125% Senior Notes due 2027 (the “Securities”) Reference is made to the Indenture, dated as of August 30, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ____________________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of _________No ___ (check one) The person in whose name this certificate is executed below (the “CompanyUndersigned”) does hereby certify certifies that either (i) it is the individuals listed below are qualified and acting officers sole beneficial owner of the Company Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as set forth the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen the Undersigned, as or on behalf of the genuine signature Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National AssociationUndersigned, as Trustee or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Indenture dated as Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of ___________, 2011, among the Companystates of the United States. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(ii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 X. Xxxx Street 18th Floor Richmond, MAC NT303-121VA 23219 Re: 6.125% Senior Notes Due 2022 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of October 12, Xxxxxxxxxxx2012 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes were last acquired from the Issuer or from an affiliate (as such term is defined in Rule 144) of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Issuer and the Initial Purchasersinitial purchasers of the Notes. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ D [Form of Unrestricted Notes Certificate] UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to § 307(b)) The undersigned hereby irrevocably requests and instructs Bank of New York Mellon, as Notes Registrar 000 Xxxxxxx Xxxxxx, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 of Media General Financing Sub, Inc. (the Company “Notes”) Reference is made to repurchase the relevant Note Indenture, dated as of November 5, 2014 (or the portion thereof specified below“Indenture”), pursuant to its termsamong Media General Financing Sub, on Inc., a Delaware corporation (the Change “Issuer”), the guarantors party thereto, and The Bank of Control Payment Date specified New York Mellon, as trustee. Terms used herein and defined in the Change Indenture or in Rule 144 under the U.S. Securities Act of Control Offer1933, for as amended (the Change “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Control Payment specified in Notes, which are evidenced by the within Note, to following certificate(s) (the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned“Specified Notes”): CUSIP No(s). For CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this election to accept certificate is executed below (the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, “Undersigned”) hereby certifies that either (i) this Note with this “Election Form” form duly completed, it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a telegramGlobal Note, telex, facsimile transmission they are held through the Depositary or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company an Agent Member in the United States setting forth (a) the name of the Holder Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, (b) they are registered in the principal amount name of the NoteUndersigned, (c) the principal amount as or on behalf of the Note Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to be repurchasedSection 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the certificate number Specified Notes were last acquired from the Issuer or description from an affiliate of the tenor Issuer, whichever is later, and terms the Owner is not, and during the preceding three months has not been, an affiliate of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment DateIssuer. The address Owner also acknowledges that any future transfers of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephoneSpecified Notes must comply 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 Issuer and the initial purchasers of the Notes. Dated: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite Print the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National AssociationUndersigned, as Trustee under such term is defined in the Indenture dated as second paragraph of ___________, 2011, among the Company, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ certificate.) By: Name: Title:
Appears in 1 contract
Samples: Indenture (Media General Inc)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (or the portion thereof specified below), For removal of Securities Act Legends pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned§ 307(b). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 6.375% Senior Notes due 2021 of Xxxxxxxx Television Group, 000 0xx Xxxxxx XxxxxInc. (the “Securities”) Reference is made to the Indenture, Xxxxxxxxxxxdated as of October 11, XX 000002013 (the “Indenture”), telephone: (000) 000-0000among Xxxxxxxx Television Group, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchasedInc., specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto, and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture or in Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Guarantor Owner is not, and Xxxxx Fargo Bankduring the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E [Form of Intercompany Note] INTERCOMPANY NOTE , 20[ ] Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFtrustee, the undersigned has duly executed and delivered this Certificate dated as of October 11, 2013 (the ____ day of ________“Indenture”), 20__. _______________________________ Name:have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (or the portion thereof specified below), For removal of Securities Act Legends pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned§ 307(b). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.625% Senior Notes due 2024 of Xxxxxxxx Television Group, 000 0xx Xxxxxx XxxxxInc. (the “Securities”) Reference is made to the Indenture, Xxxxxxxxxxxdated as of July 23, XX 000002014 (the “Indenture”), telephone: (000) 000-0000among Xxxxxxxx Television Group, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchasedInc., specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto, and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture or in Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Guarantor Owner is not, and Xxxxx Fargo Bankduring the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E [Form of Intercompany Note] INTERCOMPANY NOTE , 20[ ] Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFtrustee, the undersigned has duly executed and delivered this Certificate dated as of July 23, 2014 (the ____ day of ________“Indenture”), 20__. _______________________________ Name:have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes were last acquired from the Issuer or from an affiliate (as such term is defined in Rule 144) of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Issuer and the Initial Purchasersinitial purchasers of the Notes. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ B [Form of Restricted Notes Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) The undersigned hereby irrevocably requests and instructs Bank of New York Mellon, as Notes Registrar 000 Xxxxxxx Xxxxxx, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the Company “Notes”) Reference is made to repurchase the relevant Note Indenture, dated as of November 5, 2014 (or the portion thereof specified below“Indenture”), pursuant to its termsamong Media General Financing Sub, on Inc., a Delaware corporation (the Change “Issuer”), the guarantors party thereto and The Bank of Control Payment Date specified New York Mellon, as trustee. Terms used herein and defined in the Change Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of Control Offer1933, for as amended (the Change “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Control Payment specified in Notes, which are evidenced by the within Note, to following certificate(s) (the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned“Specified Notes”): CUSIP No(s). For CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this election to accept certificate is executed below (the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, “Undersigned”) hereby certifies that either (i) this Note with this “Election Form” form duly completed, it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a telegramGlobal Note, telex, facsimile transmission they are held through a Depositary or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company an Agent Member in the United States setting forth (a) the name of the Holder Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, (b) they are registered in the principal amount name of the NoteUndersigned, (c) the principal amount as or on behalf of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement Owner. The Owner has requested that the option Specified Notes be transferred to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ person (the “CompanyTransferee”) does who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certify that certifies that, unless such transfer is being effected pursuant to an effective registration statement under the individuals listed below are qualified Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and acting officers all applicable securities laws of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen states of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the CompanyUnited States. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Samples: Indenture (Media General Inc)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT Exhibit E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall will be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - – DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] . If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________$ . ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT Exhibit F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 20112009 , among the Company, the Guarantor Guarantors and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Name:Signature
Appears in 1 contract
Samples: Indenture (Acuity Brands Inc)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to § 307(b)) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.875% Senior Notes due 2026 of Xxxxxxxx Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of March 23, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E [Form of Intercompany Note] INTERCOMPANY NOTE __________ Name: Address: Telephone Number: Date: __, 20[ ] Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, _______________, a __________ EXHIBIT F INCUMBENCY CERTIFICATE The undersignedcorporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of ____________, being the ____________ of ____________ (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee under the Indenture trustee, dated as of ___________March 23, 20112016 (the “Indenture”), among have the Companymeanings assigned to such terms therein, the Guarantor and Xxxxx Fargo Bankor by reference therein, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Name:unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT Exhibit E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall will be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - — DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] . If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________$ . ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT Exhibit F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 20112009 , among the Company, the Guarantor Guarantors and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Name:Signature
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(iii) of the Indenture referred to below) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.125% Senior Notes due 2027 (the “Securities”) Reference is made to the Indenture, dated as of August 30, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ____________________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of _________No ___ (check one) The person in whose name this certificate is executed below (the “CompanyUndersigned”) does hereby certify certifies that either (i) it is the individuals listed below are qualified and acting officers sole beneficial owner of the Company Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as set forth the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen the Undersigned, as or on behalf of the genuine signature Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such officer and such individuals have institutional “accredited investor” at least $250,000 principal amount of the authority to execute documents to be delivered toSecurities, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee in accordance with Rule 144 under the Indenture dated as Securities Act and all applicable securities laws of ___________, 2011, among the Companystates of the United States and other jurisdictions. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, Owner hereby certifies as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(iii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.375% Senior Notes due 2021 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of April 2, Xxxxxxxxxxx2013 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States and other jurisdictions. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate Owner hereby certifies as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER D — Form of Rule 144A Certificate RULE 144A CERTIFICATE (For transfers pursuant to Sections 2.6(b), (c), (d) and (e) of the Indenture) To: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee Xxxxx Fargo Bank — DAPS Reorg MAC NT303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: Acuity Brands Lighting, Inc. — [____________________ The undersigned hereby irrevocably requests and instructs ]% Senior Notes due 2019 (the Company “Notes”) Reference is made to repurchase the relevant Note Indenture, dated as of , 2009, (or the portion thereof specified below“Indenture”), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authorityamong Acuity Brands Lighting, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the Company), the Guarantor Guarantors and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFTerms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) are used herein as so defined. This certificate relates to US$ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). [ ] CERTIFICATE No(s). The person in whose name this certificate is executed below (the “undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner”. If the Specified Notes are represented by a Global Note, they are held through DTC or an Agent Member in the name of the undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Rule 144A Note. In connection with such transfer, the undersigned has duly executed Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and delivered this Certificate as with all applicable securities laws of the ____ day states of ________the United States and other jurisdictions. Accordingly, 20__. _______________________________ Namethe Owner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(ii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 6.375% Senior Notes due 2021 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of October 11, Xxxxxxxxxxx2013 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER D - Form of Rule 144A Certificate RULE 144A CERTIFICATE (For transfers pursuant to Sections 2.6(b), (c), (d) and (e) of the Indenture) To: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee [Xxxxx Fargo Bank - DAPS Reorg MAC NT303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx] Re: Tupperware Brands Corporation - 4.750% Senior Notes due 2021 (the “Notes”) Reference is made to the Indenture, dated as of June 2, 2011 (the “Indenture”), among Tupperware Brands Corporation (the “Company”), the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) are used herein as so defined. This certificate relates to US$________ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). [______________] CERTIFICATE No(s). ____________________ The undersigned person in whose name this certificate is executed below (the “undersigned”) hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, certifies that either (i) this Note with this “Election Form” form duly completed, it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner”. If the Specified Notes are represented by a telegramGlobal Note, telex, facsimile transmission they are held through DTC or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company an Agent Member in the United States setting forth (a) the name of the Holder undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, (b) they are registered in the principal amount name of the NoteUndersigned, (c) the principal amount as or on behalf of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement Owner. The Owner has requested that the option Specified Notes be transferred to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ person (the “CompanyTransferee”) does who shall take delivery in the form of a Rule 144A Note. In connection with such transfer, the Owner hereby certify that certifies that, unless such transfer is being effected pursuant to an effective registration statement under the individuals listed below are qualified Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and acting officers with all applicable securities laws of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen states of the genuine signature of such officer United States and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the Companyother jurisdictions. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Samples: Indenture (Tupperware Brands Corp)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(iii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 X. Xxxx Street 18th Floor Richmond, MAC NT303-121VA 23219 Re: 6.125% Senior Notes Due 2022 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of October 12, Xxxxxxxxxxx2012 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States and other jurisdictions. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate Owner hereby certifies as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.875% Senior Notes due 2026 (the “Securities”) Reference is made to the Indenture, dated as of March 23, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ____________________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of _________No ___ (check one) The person in whose name this certificate is executed below (the “CompanyUndersigned”) does hereby certify certifies that either (i) it is the individuals listed below are qualified and acting officers sole beneficial owner of the Company Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as set forth the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen the Undersigned, as or on behalf of the genuine signature Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National AssociationUndersigned, as Trustee or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Indenture dated as Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of ___________, 2011, among the Companystates of the United States. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(ii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.375% Senior Notes due 2021 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of April 2, Xxxxxxxxxxx2013 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note B [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(ii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.625% Senior Notes due 2024 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of July 23, Xxxxxxxxxxx2014 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ NameOwner hereby further certifies as:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (or the portion thereof specified below), For removal of Securities Act Legends pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned§ 307(b). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.375% Senior Notes due 2021 of Xxxxxxxx Television Group, 000 0xx Xxxxxx XxxxxInc. (the “Securities”) Reference is made to the Indenture, Xxxxxxxxxxxdated as of April 2, XX 000002013 (the “Indenture”), telephone: (000) 000-0000among Xxxxxxxx Television Group, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchasedInc., specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto, and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture or in Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Guarantor Owner is not, and Xxxxx Fargo Bankduring the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E [Form of Intercompany Note] INTERCOMPANY NOTE , 20[ ] Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFtrustee, the undersigned has duly executed and delivered this Certificate dated as of April 2, 2013 (the ____ day of ________“Indenture”), 20__. _______________________________ Name:have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note D – Form of Rule 144A Certificate RULE 144A CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersignedSections 2.6(b). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased), (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo BankIndenture) To: XXXXX FARGO BANK, National AssociationNATIONAL ASSOCIATION, [as Trustee Xxxxx Fargo Bank - – DAPS Reorg, Reorg MAC NT303-121, 121 000 0xx Xxxxxx Xxxxx, Xxxxx Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax00000 Telephone No.: (000) 000-0000 and emailFax No.: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: Acuity Brands Lighting, Inc. – [ ]% Senior Notes due 2019 (the entire principal amount “Notes”) Reference is made to the Indenture, dated as of , 2009, (the relevant Note is to be repurchased“Indenture”), specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersignedamong Acuity Brands Lighting, ____________, being the ____________ of ____________ Inc. (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the Company), the Guarantor Guarantors and Xxxxx Fargo Bank, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFTerms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) are used herein as so defined. This certificate relates to US$ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s). [ ] CERTIFICATE No(s). The person in whose name this certificate is executed below (the “undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner”. If the Specified Notes are represented by a Global Note, they are held through DTC or an Agent Member in the name of the undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”) who will take delivery in the form of a Rule 144A Note. In connection with such transfer, the undersigned has duly executed Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and delivered this Certificate as with all applicable securities laws of the ____ day states of ________the United States and other jurisdictions. Accordingly, 20__. _______________________________ Namethe Owner hereby further certifies as:
Appears in 1 contract
Samples: Indenture (Acuity Brands Inc)
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(iii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 6.375% Senior Notes due 2021 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of October 11, Xxxxxxxxxxx2013 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States and other jurisdictions. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate Owner hereby certifies as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to § 307(b)) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.125% Senior Notes due 2027 of Xxxxxxxx Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of August 30, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E [Form of Intercompany Note] INTERCOMPANY NOTE __________ Name: Address: Telephone Number: Date: __, 20[ ] Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, _______________, a __________ EXHIBIT F INCUMBENCY CERTIFICATE The undersignedcorporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of ____________, being the ____________ of ____________ (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee under the Indenture trustee, dated as of ___________August 30, 20112016 (the “Indenture”), among have the Companymeanings assigned to such terms therein, the Guarantor and Xxxxx Fargo Bankor by reference therein, National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Name:unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (or the portion thereof specified below), For transfers pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address Section 307(a)(iii) of the undersigned). For this election Indenture referred to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (ibelow) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, U.S. Bank National Association, [as Securities Registrar Two Xxxxx Fargo Bank - DAPS ReorgCenter 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, MAC NT303-121Virginia 23219 Re: 5.625% Senior Notes due 2024 (the “Securities”) Reference is made to the Indenture, 000 0xx Xxxxxx Xxxxxdated as of July 23, Xxxxxxxxxxx2014 (the “Indenture”), XX 00000among Xxxxxxxx Television Group, telephone: (000) 000-0000Inc., fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ a Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture, or Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through a Depositary or an Agent Member in the Companyname of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Guarantor Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and Xxxxx Fargo Bank, National Association, as Trusteeall applicable securities laws of the states of the United States and other jurisdictions. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFAccordingly, the undersigned has duly executed and delivered this Certificate Owner hereby certifies as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least six months (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER _______C [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(iii) of the Indenture referred to below) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.875% Senior Notes due 2026 (the “Securities”) Reference is made to the Indenture, dated as of March 23, 2016 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ The undersigned hereby irrevocably requests and instructs aggregate principal amount of Securities, which are evidenced by the Company to repurchase following certificate(s) (the relevant Note (or the portion thereof specified below“Specified Securities”): CUSIP No(s), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ________________________________. ___________________________ (please print or typewrite name and address of the undersignedCERTIFICATE No(s). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ____________________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of _________No ___ (check one) The person in whose name this certificate is executed below (the “CompanyUndersigned”) does hereby certify certifies that either (i) it is the individuals listed below are qualified and acting officers sole beneficial owner of the Company Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as set forth the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen the Undersigned, as or on behalf of the genuine signature Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such officer and such individuals have institutional “accredited investor” at least $250,000 principal amount of the authority to execute documents to be delivered toSecurities, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee in accordance with Rule 144 under the Indenture dated as Securities Act and all applicable securities laws of ___________, 2011, among the Companystates of the United States and other jurisdictions. Accordingly, the Guarantor and Xxxxx Fargo Bank, National Association, Owner hereby certifies as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasersinitial purchasers of the Securities. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ The undersigned hereby irrevocably requests and instructs D UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to § 307(b)) U.S. Bank National Association Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes due 2022 of Xxxxxxxx Television Group, Inc. (the Company “Securities”) Reference is made to repurchase the relevant Note Indenture, dated as of October 12, 2012 (or the portion thereof specified below“Indenture”), pursuant to its termsamong Xxxxxxxx Television Group, on the Change of Control Payment Date specified in the Change of Control OfferInc., for the Change of Control Payment specified in the within Note, to the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ Maryland corporation (the “Company”) does hereby certify that ), the individuals listed below are qualified guarantors party thereto, and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, U.S. Bank National Association, as Trustee trustee. Terms used herein and defined in the Indenture or in Rule 144 under the Indenture dated U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of ___________Securities, 2011which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, among they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 307(b) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, whichever is later, and the Guarantor Owner is not, and Xxxxx Fargo Bankduring the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply 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 the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT E Evidences of all loans or advances (“Loans”) hereunder shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, , a corporation (the “Maker”), HEREBY PROMISES TO PAY ON DEMAND to the order of (the “Holder”) the principal sum of the aggregate unpaid principal amount of all Loans (plus accrued interest thereon) at any time and from time to time made hereunder to which has not been previously paid. All capitalized terms used herein that are defined in, or by reference in, the Indenture among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOFtrustee, the undersigned has duly executed and delivered this Certificate dated as of October 12, 2012 (the ____ day of ________“Indenture”), 20__. _______________________________ Name:have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined.
Appears in 1 contract
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred transfer is occurring after a holding period of at least one year (computed in a transaction permitted by accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Notes were last acquired from the Issuer or from an affiliate (as such term is defined in Rule 144) of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company Issuer and the Initial Purchasersinitial purchasers of the Notes. Dated: (Print the name of the undersignedUndersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the undersigned Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned Undersigned must be stated.) EXHIBIT E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER ____________________ C [Form of Restricted Notes Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 307(a)(iii) of the Indenture referred to below) The undersigned hereby irrevocably requests and instructs Bank of New York Mellon, as Notes Registrar 000 Xxxxxxx Xxxxxx, Floor 7 West New York, New York 10286 Attention: Corporate Trust Administration Re: 5.875% Senior Notes due 2022 (the Company “Notes”) Reference is made to repurchase the relevant Note Indenture, dated as of November 5, 2014 (or the portion thereof specified below“Indenture”), pursuant to its termsamong Media General Financing Sub, on Inc., a Delaware corporation (the Change “Issuer”), the guarantors party thereto and The Bank of Control Payment Date specified New York Mellon, as trustee. Terms used herein and defined in the Change Indenture, or Rule 144 under the U.S. Securities Act of Control Offer1933, for as amended (the Change “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Control Payment specified in Notes, which are evidenced by the within Note, to following certificate(s) (the undersigned, ________________________________________________________________, at ___________________________________________________________ (please print or typewrite name and address of the undersigned“Specified Notes”): CUSIP No(s). For CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes No (check one) The person in whose name this election to accept certificate is executed below (the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, “Undersigned”) hereby certifies that either (i) this Note with this “Election Form” form duly completed, it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Notes are represented by a telegramGlobal Note, telex, facsimile transmission they are held through a Depositary or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company an Agent Member in the United States setting forth (a) the name of the Holder Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be transferred to a person (bthe “Transferee”) who shall take delivery in the form of a Restricted Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the NoteNotes, (c) or in accordance with Rule 144 under the principal amount Securities Act and all applicable securities laws of the Note to be repurchased, (d) the certificate number or description states of the tenor United States and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed shall be received by the Paying Agent five Business Days prior to the Change of Control Payment Dateother jurisdictions. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, [Xxxxx Fargo Bank - DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx.] If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be $2,000 or an integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $__________. ______________________________ Name: Address: Telephone Number: Date: _________________________ EXHIBIT F INCUMBENCY CERTIFICATE The undersigned, ____________, being the ____________ of ____________ (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the adjacent right column opposite their respective names and the signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association, as Trustee under the Indenture dated as of ___________, 2011, among the CompanyAccordingly, the Guarantor and Xxxxx Fargo Bank, National Association, Owner hereby certifies as Trustee. Name Title Signature ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the ____ day of ________, 20__. _______________________________ Namefollows:
Appears in 1 contract
Samples: Indenture (Media General Inc)
