Attached files
file | filename |
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8-K - FORM 8-K - InterDigital, Inc. | w82287e8vk.htm |
EX-4.1 - EX-4.1 - InterDigital, Inc. | w82287exv4w1.htm |
EX-10.2 - EX-10.2 - InterDigital, Inc. | w82287exv10w2.htm |
EX-10.4 - EX-10.4 - InterDigital, Inc. | w82287exv10w4.htm |
EX-10.1 - EX-10.1 - InterDigital, Inc. | w82287exv10w1.htm |
EX-10.3 - EX-10.3 - InterDigital, Inc. | w82287exv10w3.htm |
Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO INTERDIGITAL, INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT OF 1933), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR A
BENEFICIAL INTEREST HEREIN, THE HOLDER:
(1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT OF 1933;
(2) AGREES THAT IT WILL NOT PRIOR TO THE DATE ONE YEAR, OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER,
AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE 2.50% SENIOR CONVERTIBLE NOTES DUE 2016 OF
INTERDIGITAL, INC. (THE COMPANY) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY OR ANY COMMON STOCK THAT MAY BE ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933,
(C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR
(D) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT, INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT (IN THE CASE OF CLAUSE (D)) TO THE
COMPANYS AND THE TRUSTEES RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND
THE TRUSTEE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSES 2(C) ABOVE) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
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No.
2.50% Senior Convertible Note due 2016
CUSIP No.: [ ]
ISIN No.: [ ]
INTERDIGITAL, INC., a Pennsylvania corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum of [ ] ($ ) or such lesser
amount as is indicated in the books and records of the Trustee and DTC, on March 15, 2016, and to
pay interest thereon from April 4, 2011, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and September 15 of each
year, commencing September 15, 2011, at the rate of 2.50% per annum, until the principal hereof is
paid or made available for payment or converted. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New
York City time, on the Regular Record Date for such interest, which shall be March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders not more than fifteen calendar days and not less than ten
calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in the
Indenture (as defined on the reverse hereof).
Interest on the Notes shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be governed by, and construed in accordance with, the laws of said State.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture (as defined on the reverse hereof) or be valid or obligatory for any purpose.
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Dated:
INTERDIGITAL, INC. |
||||
By: | ||||
Name: | ||||
Title: |
TRUSTEES CERTIFICATE OF AUTHENTICATION |
||||
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee, certifies that this is one of the Notes referred to in the Indenture. |
||||
By: | ||||
Authorized Signatory | ||||
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[REVERSE SIDE OF NOTE]
2.50% Senior Convertible Note due 2016
INTERDIGITAL, INC., a Pennsylvania corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the Company), issued
this Note under an Indenture dated as of April 4, 2011, (as it may be amended or supplemented from
time to time in accordance with the terms thereof, the Indenture), between the Company and The
Bank of New York Mellon Trust Company, N.A., as Trustee, to which reference is hereby made for a
statement of the respective rights, obligations, duties and immunities thereunder of the Trustee,
the Company and the Holders and of the terms upon which the Notes are, and are to be, authorized
and delivered. Except as specifically provided in Section 1(a) hereof, all terms used in this Note
which are defined in the Indenture shall have the meaning assigned to them in the Indenture.
1. | Further Provisions Relating to Interest |
(a) Additional Interest. If, at any time during the six-month period beginning on,
and including, the date which is six months after the last original issuance date of the Notes
(including any Notes issued pursuant to the Initial Purchasers over-allotment option to purchase
Additional Notes), the Company fails to timely file any document or report that the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable
(after giving effect to all applicable grace periods thereunder and other than current reports on
Form 8-K), the Company shall pay additional interest (the Rule 144 Additional Interest) on the
Notes which shall accrue on all transfer restricted Notes at an annual rate of 0.50% per annum of
the principal amount of such Notes outstanding for each day during such period for which the
Companys failure to file continues.
(b) In the event of the Companys failure to comply with the covenant in Section 4.03(a) of
the Indenture and the Companys failure to comply with the requirements of Section 314(a)(1) of the
Trust Indenture Act (which also relate to the provision of reports), the Company may elect that the
sole remedy for the resulting Event of Default for the 180 days after the occurrence of such Event
of Default shall consist exclusively of the right to receive additional interest (the Reporting
Additional Interest) on the Notes at an annual rate equal to (i) 0.25% of the outstanding
principal amount of the Notes from the first date of the occurrence of such Event of Default to,
but not including, the 90th day thereafter (or such earlier date on which the Event of
Default relating to the Companys reporting obligations pursuant to Section 4.03(a) of the
Indenture and Section 314(a)(1) of the Trust Indenture Act shall have been cured or waived) and
(ii) 0.50% of the outstanding principal amount of the Notes from the 91st date following
the occurrence to the 180th day after the first date of the occurrence of such Event of
Default (or such earlier date on which the Event of Default relating to the Companys reporting
obligations pursuant to Section 4.03(a) of the Indenture and Section 314(a)(1) of the Trust
Indenture Act shall have been cured or waived). In the event the Company does not elect to pay the
Reporting Additional Interest upon an Event of Default in accordance with Section 6.13 of the
Indenture, the Notes shall be subject to acceleration pursuant to Section 6.02 of the Indenture.
This Reporting Additional Interest shall be payable in arrears on the same dates and in the same
manner as regular interest on the Notes. On such 180th day (or earlier, if the Event of
Default
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relating to the Companys reporting obligations pursuant to Section 4.03(a) of the Indenture
and Section 314(a)(1) of the Trust Indenture Act is cured or waived prior to such 180th
day), if such Event of Default is continuing, such Reporting Additional Interest shall cease to
accrue and the Notes shall be subject to acceleration as provided in Section 6.02 of the Indenture.
For the avoidance of doubt, in the event Rule 144 Additional Interest is also triggered under
Section 4.12 of the Indenture and the Company has elected that the accrual of Rule 144 Additional
Interest be the sole remedy for any such Event of Default, no Reporting Additional Interest shall
be payable pursuant to Section 6.13 of the Indenture for so long as Rule 144 Additional Interest is
also accruing and payable pursuant to Section 4.12 of the Indenture.
(c) Except as otherwise specifically set forth, all references herein to interest include
Defaulted Interest, if any, Rule 144 Additional Interest, if any, and Reporting Additional
Interest, if any.
1. | Method of Payment |
The Company shall pay interest on the Notes (except Defaulted Interest) to the Persons who are
registered holders of Notes at 5:00 p.m., New York City time, on the March 1 and September 1 next
preceding the Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and private debts.
The Company shall pay interest on:
(i) any Global Notes to the Depositary in immediately available funds;
(ii) any Notes in certificated form having a principal amount of less than $2,000,000, by
check mailed to the address of the Person in whose name such Notes are registered as it appears in
the Register; and
(iii) any Notes in certificated form having a principal amount of $2,000,000 or more, by wire
transfer in immediately available funds at the election of the Holder of such Notes duly delivered
to the Trustee at least five Business Days prior to the relevant Interest Payment Date.
2. | Paying Agent, Registrar and Conversion Agent |
Initially, The Bank of New York Mellon Trust Company, N.A., a national banking association
organized under the laws of the United States (the Trustee), shall act as Paying Agent, Registrar
and Conversion Agent. The Company may appoint and change any Paying Agent, Registrar or
co-registrar or Conversion Agent without notice. The Company or any of its Wholly Owned
Subsidiaries that is not a Foreign Subsidiary may act as Paying Agent, Registrar or co-registrar.
3. | Sinking Fund |
The Notes are not subject to any sinking fund.
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4. | Repurchase of Notes at the Option of Holders |
Upon the occurrence of a Fundamental Change, the Holder has the right to require the Company
to repurchase all or part of such Holders Notes in a principal amount thereof that is equal to
$1,000 in principal amount or whole multiples thereof on the Fundamental Change Repurchase Date at
a price, payable in cash, equal to 100% of the principal amount of the Notes such Holder elects to
require the Company to repurchase, plus accrued and unpaid interest to, but excluding, the
Fundamental Change Repurchase Date. The Company or, at the written request of the Company, the
Trustee shall provide to all record Holders a notice of the occurrence of a Fundamental Change and
of the repurchase right arising as a result thereof on or before the tenth Business Day after the
occurrence of such Fundamental Change.
5. | Conversion |
Subject to the provisions of the Indenture, the Holder hereof may convert, during certain
periods and upon the occurrence of certain conditions specified in the Indenture and prior to 5:00
p.m., New York City time, on the Business Day immediately preceding the Maturity Date, any Notes or
portion thereof that is $1,000 or multiples thereof at a Conversion Rate specified in the
Indenture, as adjusted from time to time as provided in the Indenture, upon surrender of this Note,
together with a conversion notice as provided in the Indenture and this Note, to the Company at the
office or agency of the Company maintained for that purpose and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by, the Holder or by its
duly authorized attorney. Upon conversion, the Company shall satisfy its Conversion Obligation in
cash and shares of Common Stock, if applicable. The initial Conversion Rate shall be 17.3458
shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion
price of approximately $57.65 per share of Common Stock). No fractional shares of Common Stock
shall be issued upon any conversion, but an adjustment in cash shall be paid to the Holder, as
provided in the Indenture, in respect of any fraction of a share that would otherwise be issuable
upon the surrender of any Note or Notes for conversion. No adjustment shall be made for dividends
or any shares issued upon conversion of such Note except as provided in the Indenture.
6. | Denominations, Transfer, Exchange |
The Notes are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture.
Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.
7. | Persons Deemed Owners |
The registered Holder of this Note may be treated as the owner of it for all purposes.
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8. | Unclaimed Money |
Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of principal or interest
and any shares of Common Stock or other property due in respect of converted Notes that remains
unclaimed for two years, and, thereafter, Holders entitled to the money and/or securities must look
to the Company for payment as general creditors.
9. | Amendment, Waiver |
Subject to certain exceptions, the Indenture contains provisions permitting a modification or
amendment of the Indenture or the Notes with the written consent or affirmative vote of the Holders
of a majority in aggregate principal amount of the then outstanding Notes and the waiver of any
Event of Default (other than with respect to nonpayment, a failure to satisfy the Conversion
Obligation or a provision that cannot be amended without the written consent of each Holder
affected) or noncompliance with any provision with the written consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes.
In addition, the Indenture permits an amendment of the Indenture or the Notes without the
consent of any Holder under circumstances specified in the Indenture. The Indenture also permits
an amendment of the Indenture or the Notes only with the consent of any Holder affected thereby
under circumstances specified in the Indenture.
10. | Defaults and Remedies |
Except as specified in the Indenture, if an Event of Default occurs (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of the Company and
Subsidiary Guarantors) and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes may declare the principal amount of the Notes and accrued
and unpaid interest on the outstanding Notes to be due and payable. If an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the Company or any
Subsidiary Guarantor occurs, the principal amount of the Notes and accrued and unpaid interest on
the outstanding Notes shall become immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. Under certain circumstances, the holders of a majority
in aggregate principal amount of the outstanding Notes may rescind any such acceleration with
respect to the Notes and its consequences.
If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of the rights or powers under the Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee reasonable indemnity or security against
any loss, liability or expense. Subject to certain exceptions, no Holder may pursue any remedy
with respect to the Indenture or the Notes unless (i) such Holder has given the Trustee written
notice of an Event of Default, (ii) holders of at least 25% in aggregate principal amount of the
outstanding Notes have made a written request to the Trustee to pursue the remedy and offered
reasonable security or indemnity against any costs, liability or expense of the Trustee, (iii) the
Trustee fails to comply with such request within 60 calendar days after receipt of such request and
the offer of indemnity and (iv) the Trustee has not received an
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inconsistent direction from the holders of a majority in aggregate principal amount of the
outstanding Notes. Subject to certain restrictions, the Holders of a majority in aggregate
principal amount of the outstanding Notes are given the right to direct the time, method and place
of any proceedings for any remedy available to the Trustee. The Trustee, however, may refuse to
follow any direction that conflicts with law or the Indenture or that the Trustee determines is
unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal
liability or expense for which the Trustee has not received adequate indemnity as determined by it
in good faith. Prior to taking any action under the Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
impair, as among the Company and the holder of the Notes, the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at the place, at the
respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.
11. | Trustee Dealings with the Company |
Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were
not Trustee.
12. | No Recourse Against Others |
No past, present or future director, officer, employee, incorporator, shareholder or partner,
as such, of the Company shall have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of, such obligations or
their creation. By accepting a Note, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Notes.
13. | Authentication |
This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.
14. | Abbreviations |
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
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15. | GOVERNING LAW |
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
16. | CUSIP and ISIN Numbers |
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and has
directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of repurchase and reliance may be placed only on the other
identification numbers placed thereon.
The Company shall furnish to any holder of Notes upon written request and without charge to
the holder a copy of the Indenture which has in it the text of this Note.
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CONVERSION NOTICE
TO: | INTERDIGITAL, INC. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
The undersigned registered owner of this Note hereby irrevocably exercises the option to
convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated
in accordance with the terms of the Indenture referred to in this Note, and directs that the cash
and shares of Common Stock, if any, deliverable upon such conversion and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless
a different name has been indicated below. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note
not converted are to be issued in the name of a person other than the undersigned, the undersigned
shall provide the appropriate information below and pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of interest accompanies this
Note.
Dated: ______________________
Signature(s) |
|||||
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. | |||||
Signature Guarantee |
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Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to
be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be
made, other than to and in the name of the registered holder:
Please print name and address
(Name) | ||||
(Street Address) | ||||
(City, State and Zip Code) | ||||
Principal amount to be converted (if less than all): |
||||
$ | ||||
Social Security or Other Taxpayer Identification Number: |
NOTICE: | The signature on this Conversion Notice must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever. |
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FUNDAMENTAL CHANGE REPURCHASE NOTICE
TO: | INTERDIGITAL, INC. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from InterDigital, Inc. (the Company) regarding the right of holders to elect to require
the Company to repurchase the Notes and requests and instructs the Company to repay the entire
principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of
such entire principal amount or portion thereof, together with accrued and unpaid interest to, but
excluding, the Fundamental Change Repurchase Date to the registered holder hereof. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
The Notes shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant
to the terms and conditions specified in the Indenture.
Dated: ____________________________
Signature(s): | ||||
NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon
the face of the Notes in every particular without alteration or enlargement or any change whatever.
Notes Certificate Number (if applicable): ____________________________
Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples
thereof): ______________________
Social Security or Other Taxpayer Identification Number: ________________
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ASSIGNMENT
For value received ____________________ hereby sell(s) assign(s) and transfer(s) unto
_________________________ (Please insert social security or other Taxpayer Identification Number of
assignee) the within Notes, and hereby irrevocably constitutes and appoints
____________________________ attorney to transfer said Notes on the books of the Company, with full
power of substitution in the premises.
In connection with any transfer of the Notes prior to the first anniversary of the last date
of the original issuance of the Notes, the undersigned confirms that such Notes are being
transferred:
o | To InterDigital, Inc. or a subsidiary thereof; or | ||
o | To a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended; or | ||
o | Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or | ||
o | Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer; |
and unless the Notes are being transferred to InterDigital, Inc. or a subsidiary thereof, the
undersigned confirms that such Notes are not being transferred to an affiliate of the Company as
defined in Rule 144 under the Securities Act of 1933, as amended.
Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered holder thereof.
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Dated: __________________________
Signature(s) | ||||
Signature(s) must be guaranteed by an eligible
guarantor institution meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
||||
Signature Guarantee | ||||
NOTICE: | The signature on this Assignment must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever. |
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