Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("Rule 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ____ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act in accordance with Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act. ____ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a "restricted security" within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A). A-18 Date: ---------------------------------------- ------------------------------ (Insert Name of Transferor) Exhibit B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of __________________, 200__, among _________________________ (the "Guaranteeing Subsidiary"), a subsidiary of __________________________ (or its permitted successor), a [Delaware] corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and J.P. Morgan Trust Company, National Association, as trustee under the Xxxxxxxxx xeferred to below (the "Trustee").
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction of Section 2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the Indenture).
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), which, in the case of a dealer, owns and invests on a discretionary basis at least $25.0 million of securities of issuer that are not affiliated with the dealer, in reliance on Rule 144A (in satisfaction of Section 2.6(a)(2)(B), Section 2.6(b)(i) or Section 2.6(d)(i)(2) of the Indenture) or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(ii) or Section 2.6(d)(i)(3)(ii) of the Indenture).
Examples of Such Security in a sentence
Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.
Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.
Such Security Register shall distinguish between Original Securities and Exchange Securities.
Such Security Interest of the Purchaser shall constitute a prior charge as against any other charge or interest created in respect of such items by any other entity.
Such Security Interest is granted and pledge and assignment are made as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation of Debtor with respect to any of the Collateral or any transaction involving or giving rise thereto.
More Definitions of Such Security
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A under the Securities Act. Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act). Such Security is being transferred in reliance on Regulation S under the Securities Act. Such Security is being transferred in reliance on Rule 144A under the Securities Act. Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Regulation S or Rule 144 under the Securities Act to a person other than an institutional "accredited investor." [Name of Transferor] By: [Authorized Signatory] Date: ________________________ EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS [Date] , Bankers Trust Company, Trustee 0 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Indenture (the "Indenture") relating to [insert title of Securities] Ladies and Gentlemen: In connection with our proposed purchase of [insert title of Securities] Panda Global Holdings Inc. (the "Company"), we confirm that:
Such Security is being transferred to a "qualified institutional buyer" (within the meaning of Rule 144A promulgated under the Securities Act), that is aware that any sale of Securities to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Security for its own account, or for the account of another such "qualified institutional buyer" (in satisfaction of Section 2.6(1)(b)(ii) or Section 2.6(4)(a)(ii) of the Indenture). Such Security is being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States of America in an Offshore Transaction in compliance with Rule 904 under the Securities Act, or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.6(1)(b)(iii) or Section 2.6(4)(a)(iii) of the Indenture).
Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act and in accordance with applicable securities laws of the States of the United States of America, other than as provided in the immediately preceding paragraph. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.6(1)(b)(iv) or Section 2.6(4)(a)(iv) of the Indenture). -------------------------------------------------------------------------------- (Insert Name of Transferor) By: ---------------------------------------------------------------------------- Date: -------------------------------- ---------- /8/ This certificate shall be included only for Initial Securities. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act) which delivers a certificate to the Trustee in the form of Exhibit E to the Indenture. Such Security is being transferred in reliance on Rule 144 under the Act. Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or Rule 144 under the Act to a person other than an institutional "accredited investor." [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] ____________________________________ [INSERT NAME OF TRANSFEROR] By: _______________________________ [Authorized Signatory] Date: ______________________ *Check applicable box. EXHIBIT E --------- Form of Transferee Letter of Representation --------------------------------------------
Such Security interest is set forth in the Security Agreement. The security interest in the Secured Proceeds shall terminate upon the release of all of the Secured Proceeds from the Custodial Account, it being understood however that the Company's obligations under the Debentures shall remain in full force and effect.
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction of Section 2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the Indenture) or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.6(a)(ii) (C) or Section 2.6(d)(i)(C) of the Indenture. Such Security is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an exemption from registration in accordance with Regulation S under the Securities Act or to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), or (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor in each case in a minimum principal amount of $100,000, not with a view to or for distribution in violation of the Securities Act, and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture).
Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, in accordance with Rule 144 under the Securities Act, or to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for distribution in violation of the Securities Act, and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture).