Fundamental Change Repurchase Notice. In order to exercise its rights under Section 11.06 hereof, a Holder must deliver to the Paying Agent:
Fundamental Change Repurchase Notice. To: PROLOGIS The undersigned registered owner of this Security hereby acknowledges receipt of a notice from ProLogis (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, to the registered holder hereof. Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $___,000 NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT AND TRANSFER For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Security, and hereby irrevocably constitutes and appoints attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, if Common Shares are to be issued, or Securities to be delivered, other than to and in the name of the registered holder. NOTICE: The signature on the conversion notice, the option to elect repurchase upon a Fundamental Change, the Put Right Notice, or the assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever. ANNEX C 2.625% Convertible Senior Notes due 2038 Originally issued May 7, 2008 TABLE OF CONTENTS (continued) Page ARTICLE I DEFINITIONS 1
Fundamental Change Repurchase Notice. APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ __________________* shares of Convertible Preferred Stock evidenced by Certificate No. _______________. The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM APi Group Corporation 5.5% Series B Perpetual Convertible Preferred Stock Subject to the terms of the Certificate of Designation, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Corporation. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B FORM OF 144A RESTRICTED STOCK LEGEND THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGI...
Fundamental Change Repurchase Notice. To exercise its right specified in Section 11.01, a Holder must deliver, before the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date, the Notes to be repurchased, together with a repurchase notice (a “Fundamental Change Repurchase Notice”) duly completed in accordance with the requirements below, to the Paying Agent. The Fundamental Change Repurchase Notice must state:
Fundamental Change Repurchase Notice. A Holder may exercise its right specified in Section 3.9(a) upon delivery of a written notice of repurchase (a "Fundamental Change Repurchase Notice"), substantially in the form attached to Exhibit A hereto, at any time from the opening of business on the date of the Fundamental Change Company Notice until the close of business on the Fundamental Change Repurchase Date, stating:
Fundamental Change Repurchase Notice. A Holder may exercise its right specified in Section 3.01(a) above upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of the exercise of such rights (a “Fundamental Change Repurchase Notice”) to, and such Fundamental Change Repurchase Notice must be received by, the Paying Agent no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date. The Fundamental Change Repurchase Notice must state:
Fundamental Change Repurchase Notice. Holders must deliver to the Paying Agent:
Fundamental Change Repurchase Notice. VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. OPTIONAL REPURCHASE NOTICE VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, by executing and delivering this Optional Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Optional Repurchase Right with respect to (check one): ◻ the entire principal amount of ◻ $ * aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned directs the Company to purchase the above-referenced principal amount on (check one): ◻ November 1, 2023◻ November 1, 2028 ◻ November 1, 2033 ◻ November 1, 2038◻ November 1, 2043 The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Optional Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory * Must be an Authorized Denomination. ASSIGNMENT FORM VERASTEM, INC. 5.00% Series 2 Convertible Senior Notes due 2048 Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to: Name: Address: Social security or tax identification number: the within Note and all rights thereunder irrevocably appoints: as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program ...
Fundamental Change Repurchase Notice. The term “
Fundamental Change Repurchase Notice. A Holder may exercise its right specified in Section 3.09(a)(i) upon delivery of a properly completed Fundamental Change Repurchase Notice to the Paying Agent at any time from the opening of business on the date of the Fundamental Change Company Notice until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, stating:
