TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. 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.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Library Tower 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 4% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2006 OF BEA SYSTEMS, INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of December 15, 1999 (the "Indenture"), from BEA Systems, Inc. (the "Company") to State Street Bank and Trust Company of California, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 073325 AD 4 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 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.
Appears in 1 contract
Samples: Bea Systems Inc
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Securities Act Exemption exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. 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 third 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.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of CaliforniaCorporate Trust Department -- LCC6 2 Avenue de Lafayette, N.A. Library Tower 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx6th Floor Boston, XX 00000 MA 02111 RE: 45.25% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15XXXXXXXXXXX XXXXXXXXXXXX XXXXX XXX XXXXXXXX 00, 2006 0006 OF BEA SYSTEMSATMI, INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of December 15November 13, 1999 2001 (the "Indenture"), from BEA SystemsATMI, Inc. INC. (the "Company") to State Street Bank and Trust Company of California, N.A.STATE STREET BANK AND TRUST COMPANY, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 073325 AD 4 00207RAA9 CERTIFICATE No(s). _________________ The person in whose Persox xx xxxxe 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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. 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. Dated: -------------- (Print the name of the Undersigned, as such term is defined in the third 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.) ANNEX C -- Form of Surrender Certificate In connection with the certification contemplated by Section 12.2 or 15.3(9) of the Indenture relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and Goldman, Sachs & Co.: CERTIFICATE ATMI, INC.
Appears in 1 contract
Samples: Atmi Inc
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Securities Act Exemption exemption other than ones set forth in (1) through and (32) above, there shall be delivered to the Company an opinion of counsel with respect to such holderstransfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial PurchasersPurchaser. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second third 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.) ANNEX B -- — Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Library Tower U.S. BANK NATIONAL ASSOCIATION 000 Xxxx 0xx Xxxxxx - 00xx Xxxxxx, Xxxxx 0000 Xxx XxxxxxxXxxx, XX 00000 Attention: Corporate Trust Services RE: 47.625% CONTINGENT CONVERTIBLE SUBORDINATED SENIOR NOTES DUE DECEMBER 15, 2006 2027 OF BEA SYSTEMS, ALESCO FINANCIAL INC. (THE "“SECURITIES"”) Reference is made to the Indenture, dated as of December May 15, 1999 2007 (the "“Indenture"”), from BEA Systems, Inc. ALESCO FINANCIAL INC. (the "“Company"”) to State Street Bank and Trust Company of California, N.A.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 (the "“Securities Act"”) are used herein as so defined. This certificate relates to U.S.$_______________ U.S.$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the "“Specified Securities"”): CUSIP No. 073325 AD 4 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 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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. 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 Purchaser. 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.) ANNEX C — Form of Surrender Certificate In connection with the certification contemplated by Section 12.2 relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and RBC Capital Markets Corporation. CERTIFICATE ALESCO FINANCIAL INC. 7.625% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027 This is to certify that as of the date hereof with respect to U.S.$ aggregate principal amount of the above-captioned securities surrendered on the date hereof (the “Surrendered Securities”) for registration of transfer, or for conversion or repurchase where the securities issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a “transfer”), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Securities associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: The transfer of the Surrendered Securities complies with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”); or The transfer of the Surrendered Securities complies with Rule 144 under the Securities Act; or The transfer of the Surrendered Securities has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. [Name of Holder] Dated: *To be dated the date of surrender
Appears in 1 contract
Samples: Indenture (Alesco Financial Inc)
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. 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.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Library Tower Corporate Trust Department 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 44.75% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15JULY 1, 2006 2007 OF BEA SYSTEMS, INC. MERCURY INTERACTIVE CORPORATION (THE "SECURITIES") Reference is made to the Indenture, dated as of December 15July 3, 1999 2000 (the "Indenture"), from BEA Systems, Inc. Mercury Interactive Corporation (the "Company") to State Street Bank and Trust Company of California, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 073325 AD 4 000000XX0 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 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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. 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. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)
Appears in 1 contract
Samples: Mercury Interactive Corporation
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Securities Act Exemption exemption other than ones set forth in (1) through and (32) above, there shall be delivered to the Company an opinion of counsel with respect to such holderstransfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial PurchasersPurchaser. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second third 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.) ANNEX A-2 ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and LASALLE BANK NATIONAL ASSOCIATION 000 X. XxXxxxx St., Suite 1560 Chicago, Illinois 60603 Attention: Corporate Trust Company of California, N.A. Library Tower 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Department RE: 43-5/8% CONTINGENT CONVERTIBLE SUBORDINATED SENIOR NOTES DUE DECEMBER 15, 2006 2027 OF BEA SYSTEMSPRIVATEBANCORP, INC. (THE "“SECURITIES"”) Reference is made to the Indenture, dated as of December 15March 14, 1999 2007 (the "“Indenture"”), from BEA SystemsPRIVATEBANCORP, Inc. INC. (the "“Company"”) to State Street Bank and Trust Company of California, N.A.LASALLE 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 (the "“Securities Act"”) are used herein as so defined. This certificate relates to U.S.$_______________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the "“Specified Securities"”): CUSIP No. 073325 AD 4 [________] 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 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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. 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 Purchaser. 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.) ANNEX C -- Form of Surrender Certificate In connection with the certification contemplated by Section 12.2 relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and RBC Capital Markets Corporation. CERTIFICATE PRIVATEBANCROP, INC. This is to certify that as of the date hereof with respect to U.S.$______ aggregate principal amount of the above-captioned securities surrendered on the date hereof (the “Surrendered Securities”) for registration of transfer, or for conversion or repurchase where the securities issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a “transfer”), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Securities associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: _________ The transfer of the Surrendered Securities complies with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”); or _________ The transfer of the Surrendered Securities complies with Rule 144 under the Securities Act; or _________ The transfer of the Surrendered Securities has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. [Name of Holder] Dated:________________________________ *To be dated the date of surrender
Appears in 1 contract
Samples: Privatebancorp, Inc
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. 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.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of CaliforniaCorporate Trust Department - LCC6 0 Xxxxxx xx Xxxxxxxxx, N.A. Library Tower 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx XxxxxxxXxxxxx, XX 00000 RE: 44.75% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15OCTOBER 1, 2006 2005 OF BEA SYSTEMSANALOG DEVICES, INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of December 15October 2, 1999 2000 (the "Indenture"), from BEA SystemsAnalog Devices, Inc. (the "Company") to State Street Bank and Trust Company of California, N.A.Company, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 073325 AD 4 000000XX0 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 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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. 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. 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.) ANNEX C -- Form of Surrender Certificate In connection with the certification contemplated by Section 12.2 or 14.3(9) relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and Xxxxxxx, Xxxxx & Co.: CERTIFICATE ANALOG DEVICES, INC. 4.75% CONVERTIBLE NOTES DUE OCTOBER 1, 2005 This is to certify that as of the date hereof with respect to U.S. $______ principal amount of the above-captioned securities surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for conversion or repurchase where the securities issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a "transfer"), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Securities associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: _________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or _________ The transfer of the Surrendered Securities complies with Rule 144 under the United States Securities Act of 1933, as amended (the "Securities Act"); or _________ The transfer of the Surrendered Securities has been made to an institution that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a transaction exempt from the registration requirements of the Securities Act and a signed letter containing certain representations and agreements relating to restrictions on transfer of the Securities (and if such transfer is for an aggregate principal amount less than $250,000, an opinion of counsel acceptable to the Company if requested by the Company, that such transfer is exempt from registration; or _________ The transfer of the Surrendered Securities has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. [Name of Holder]
Appears in 1 contract
Samples: Indenture (Analog Devices Inc)
TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ___________ -------------------- 111 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.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Corporate Trust Company of CaliforniaDepartment 333 X. Xxxxx Xxxxxx, N.A. Library Tower Xxxxx 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 45% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15APRIL 1, 2006 2007 OF BEA SYSTEMS, REDBACK NETWORKS INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of December 15March 29, 1999 2000 (the "Indenture"), from BEA Systems, Redback Networks Inc. (the "Company") to State Street Bank and Trust Company of CaliforniaNORWEST BANK MINNESOTA, N.A.NATIONAL ASSOCIATION, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 073325 AD 4 [_________] 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 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 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were 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 113
Appears in 1 contract
Samples: Indenture (Redback Networks Inc)
