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 LIN HOLDINGS CORP. Four Richmond Square, Suite 200 Providence, Rhode Island 02906 Ladies and Gentlemen: This certificate is delivered to request a transfer of $________ principal amount of the 10% Senior Discount Notes due 2008 (the "Notes") of LIN HOLDINGS CORP. ("Holdings"). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:________________________________________________ Address:_____________________________________________ Taxpayer ID Number:__________________________________ The undersigned represents and warrants to you that:
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 in accordance with (i) Rule 144 or Regulation S under the Securities Act, (ii) pursuant to an effective registration statement under the Securities Act, (iii) 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 offer or sale in connection with any distribution in violation of the Securities Act or (iv) in reliance on another exemption from registration under the Securities Act (in satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture). To effect such transfer, the Registrar or the Issuers may require delivery of an Opinion of Counsel and in case of a transfer pursuant to clause (iii) above, will require a transferee letter of representation. ______________________________________ [INSERT NAME OF TRANSFEROR] By:____________________________________ Dated:___________________ EXHIBIT B --------- FORM OF GUARANTEE ----------------- For value received, __________________, a _______________ corporation, hereby irrevocably, unconditionally guarantees on a senior subordinated basis to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee (i) the due and punctual payment, as set forth in the Indenture pursuant to which such Security and this Guarantee were issued, of the principal of, premium (if any) and interest (and Liquidated Damages, if any) on such Security when and as the same shall become due and payable for any reason according to the terms of such Security and Article XI of the Indenture, (ii) the payment or performance of all other obligations of the Issuers to the Holders or the Trustee under the Indenture or the Securities and (iii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the payment in full when due or performance in accordance with the terms of the extension or renewal. The Guarantee of the Security upon which this Guarantee is endorsed will not become effective until the T...
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 Energy Company (the "Issuer"), we confirm that:
Examples of Such Security in a sentence
Such Security Best Practices shall comply with an accepted industry standard, such as the NIST cybersecurity framework.
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 Deposit made by the Supplier is liable to be forfeited by the Purchaser in the event of the Supplier failing duly and faithfully to perform any one or more or any part of any one of the said provisions.
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 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.
More Definitions of Such Security
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). Such Security is being transferred in accordance with Rule 144 under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(i) or Section 2.6(d)(i)(3)(i) of the Indenture) or pursuant to another exemption from registration under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(iii) or Section 2.6(d)(i)(3)(iii) of the Indenture). _____________________________________ [INSERT NAME OF TRANSFEROR By:__________________________________ Date:__________________________
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 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). ------------------------------ [INSERT NAME OF TRANSFEROR] By: ---------------------------
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 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.