EX-4.1
from 8-K
18 pages
This Warrant and the Common Stock, if Any, Issuable Upon Exercise of This Warrant Have Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”) or Any NON-U.S. or State Securities Laws, and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except in Accordance With the Following Sentence. by Its Acquisition Hereof or of a Beneficial Interest Herein, the Acquirer Agrees for the Benefit of Ambac Financial Group, Inc. (The “Company”) That It Will Not Offer, Sell, Pledge or Otherwise Transfer This Security or Any Beneficial Interest Herein Prior to the Resale Restriction Termination Date (As Defined Below) Except: (A) to the Company or Any Subsidiary Thereof, or (B) Pursuant to a Registration Statement That Has Become Effective Under the Securities Act, or (C) Pursuant to an Exemption From Registration Provided by Rule 144 Under the Securities Act or Any Other Available Exemption From the Registration Requirements of the Securities Act. No Representation Is Made as to the Availability of Any Exemption From the Registration Requirements of the Securities Act
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EX-4.9
from 10-K
12 pages
This Note Has Not Been Registered Under the Securities Act, and May Not Be Reoffered, Resold, Pledged or Otherwise Transferred Except (1) to a Person Who the Seller Reasonably Believes Is a Qualified Institutional Buyer Within the Meaning of Rule 144a Under the Securities Act (“Qualified Institutional Buyer”) Purchasing for Its Own Account or for the Account of a Qualified Institutional Buyer in a Transaction Meeting the Requirements of Rule 144a, (2) in an Offshore Transaction Complying With Rule 904 of Regulation S Under the Securities Act, (3) Pursuant to an Exemption From Registration Under the Securities Act Provided by Rule 144 Thereunder (If Available) or (4) Pursuant to Any Other Exemption From Registration Under the Securities Act, Subject to the Delivery of Reasonably Satisfactory Evidence to the Issuer Establishing Such Exemption, Which May Include an Opinion of Counsel, in Each Case, in Accordance With All Applicable Securities Laws of the States of the United States and All Other Applicable Jurisdictions. Any Person Acquiring This Note Is Deemed to Make a Representation to the Issuer as Set Forth in Paragraph 4 Hereof. All Payments of Principal and Interest on This Note May Only Be Made With the Prior Approval of the Commissioner of Insurance of the State of Wisconsin or Any Successor Thereto (The “Commissioner”)
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EX-4.8
from 10-K
10 pages
This Note Has Not Been Registered Under the Securities Act, and May Not Be Reoffered, Resold, Pledged or Otherwise Transferred Except (1) to a Person Who the Seller Reasonably Believes Is a Qualified Institutional Buyer Within the Meaning of Rule 144a Under the Securities Act (“Qualified Institutional Buyer”) Purchasing for Its Own Account or for the Account of a Qualified Institutional Buyer in a Transaction Meeting the Requirements of Rule 144a, (2) in an Offshore Transaction Complying With Rule 904 of Regulation S Under the Securities Act, (3) Pursuant to an Exemption From Registration Under the Securities Act Provided by Rule 144 Thereunder (If Available) or (4) Pursuant to Any Other Exemption From Registration Under the Securities Act, Subject to the Delivery of Reasonably Satisfactory Evidence to the Issuer Establishing Such Exemption, Which May Include an Opinion of Counsel, in Each Case, in Accordance With All Applicable Securities Laws of the States of the United States and All Other Applicable Jurisdictions. Any Person Acquiring This Note Is Deemed to Make a Representation to the Issuer as Set Forth in Paragraph 4 Hereof. All Payments of Principal and Interest on This Note May Only Be Made With the Prior Approval of the Commissioner of Insurance of the State of Wisconsin or Any Successor Thereto (The “Commissioner”)
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EX-4.7
from 10-K
10 pages
This Note Has Not Been Registered Under the Securities Act, and May Not Be Reoffered, Resold, Pledged or Otherwise Transferred Except (1) to a Person Who the Seller Reasonably Believes Is a Qualified Institutional Buyer Within the Meaning of Rule 144a Under the Securities Act (“Qualified Institutional Buyer”) Purchasing for Its Own Account or for the Account of a Qualified Institutional Buyer in a Transaction Meeting the Requirements of Rule 144a, (2) in an Offshore Transaction Complying With Rule 904 of Regulation S Under the Securities Act, (3) Pursuant to an Exemption From Registration Under the Securities Act Provided by Rule 144 Thereunder (If Available) or (4) Pursuant to Any Other Exemption From Registration Under the Securities Act, Subject to the Delivery of Reasonably Satisfactory Evidence to the Issuer Establishing Such Exemption, Which May Include an Opinion of Counsel, in Each Case, in Accordance With All Applicable Securities Laws of the States of the United States and All Other Applicable Jurisdictions. Any Person Acquiring This Note Is Deemed to Make a Representation to the Issuer as Set Forth in Paragraph 4 Hereof. All Payments of Principal and Interest on This Note May Only Be Made With the Prior Approval of the Commissioner of Insurance of the State of Wisconsin or Any Successor Thereto (The “Commissioner”)
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