Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:
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@xxxxxxxx...
Rule 144 Transfers. The Company shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, including by delivering any required instruction letters and legal opinions to its transfer agent. For so long as the Shareholder and the CPPIB Restricted Party beneficially own, in the aggregate, more than five percent (5%) of the outstanding shares of Shares, the Shareholder shall use commercially reasonable efforts to deliver a written notice to the Company prior to a disposition of Shares by such Persons pursuant to Rule 144 but otherwise as promptly as practicable following such disposition.
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) 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 is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or
Rule 144 Transfers. For so long as the Stockholder and the Stockholder Affiliates beneficially own, in the aggregate, more than five percent (5%) of the outstanding shares of Common Stock, the Stockholder and Stockholder Affiliates shall use commercially reasonable efforts to consult with the Company, and the Company shall use commercially reasonable efforts to consult with the Stockholder and Stockholder Affiliates, as well as the Third Party Stockholder, in each case, in connection with dispositions of Common Stock by such Persons pursuant to Rule 144.
Rule 144 Transfers. After the second anniversary of this agreement, each Family Holder may transfer shares of Common Stock, in the same amounts and in the same manner as that Family Holder would be permitted to transfer shares, if the Family Holder was an affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") of the Company.
Rule 144 Transfers. The Company shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, including by delivering any required instruction letters and legal opinions to its transfer agent.
Rule 144 Transfers. If the transfer is being effected pursuant to Rule144, the transfer is occurring after July 24, 2004 and is being effected in 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. 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 D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Wilmington Trust company, as Security Registrar Re: 11⅞%Notes due 2008 of Allegheny Energy, Inc. (the "Notes") Reference is made to the Indenture, dated as of July 24, 2003 (the "Indenture"), between Allegheny Energy, Inc. (the "Company") and Wilmington Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture. In connection with our proposed purchase of $____________ aggregate principal amount of:
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer 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 Debt Securities were last acquired from the Company or a Guarantor or from an Affiliate of the Company or a Guarantor, whichever is later, the Company or a Guarantor is, and has been for a period of at least 90 days immediately before such transfer, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all required reports thereunder in accordance with Rule 144(c)(1) and the Owner is not, and during the preceding three months, has not been, an Affiliate of the Company or Guarantor. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer, the Guarantors and the Initial Purchasers of the Debt Securities. 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.) EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF INTERESTS IN REGULATION S DEBT SECURITIES TO QIBS DURING RESTRICTED PERIOD (For transfers pursuant to Section 308(f) of the Original Indenture, as supplemented by the Third Supplemental Indenture, of Additional 2016 Fixed Rated Notes that are Regulation S Debt Securities during the Restricted Period) The Bank of New York, as Trustee 000 Xxxxxxx Xx., 4 East New York, New York 10286 Attention: Corporate Trust Administration Re: 10.75% Senior Notes due 2016 of Nortel Networks Limited (the “Debt Securities”) Reference is made to the indenture dated as of July 5, 2006 (the “Original Indenture,” and, as supplemented by the First Supplemental Indenture dated as of July 5, 2006, the Second Supplemental Indenture dated as of May 1, 2007 and the Third Supplemental Indenture dated as of May 28, 2008, in each case, among NNL, NNC, NNI and the Trustee, the “Indenture”) among Nortel Networks Limited (together with any successors, “NNL” or the “Issuer”), Nortel Networks Corporation (together with any successors, “NNC”) and Nortel Networks Inc. (together with any successors, “NNI” and, together with NNC, the “Guarantors”), and The Bank of New York, as trustee (the “Trustee”). Terms used herein and defined in the Indenture or in Regulation S or Rule 1...
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Specified Securities have been 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 Republic. Dated: (Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.) By:_ Name: Title:
