Additional Documents Incorporated by Reference. Prior to signing this Lease, Xxxxxx acknowledges that he/she has carefully read the document entitled “Group Lease Room Assignment and Rent Proration” as well as the “Landlord’s Rules for Tenants.” These documents are incorporated into this Lease by reference, as if all their content was written down in this document. Xxxxxx agrees to be bound by the terms and conditions of those documents, which are a part of this Lease Agreement. Xxxxxx further acknowledges that failure to abide by the terms and conditions of these documents may be grounds for the Landlord to evict Tenant, obtain legal damages against Tenant, or use the Damage Deposit to recover against the Tenant.
Additional Documents Incorporated by Reference. [List, if any] ANNEX I TO THE PRICING AGREEMENT Underwriting Agreement Standard Provisions ANNEX II Form of Opinion and 10b-5 Disclosure Letter of Shearman & Sterling (London) LLP [·], 2017 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Nokia Corporation $[·] [·]% Notes due 20[·] $[·] [·]% Notes due 20[·] Ladies and Gentlemen: We have acted as counsel to Nokia Corporation, a public limited liability company incorporated under the laws of the Republic of Finland (the “Company”), in connection with the purchase by you of $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] and $[·] aggregate principal amount of the Company’s [·]% Notes due 20[·] (together, the “Notes”) pursuant to, and subject to the terms and conditions set forth in, the Pricing Agreement, dated [·], 2017 (the “Pricing Agreement”), among the Company and each of you. The Notes will be issued pursuant to an indenture, dated as of the date hereof (the “Base Indenture”), between the Company and The Bank of New York Mellon acting through its London Branch, as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of the date hereof among the Company, the Trustee and The Bank of New York Mellon acting through its London Branch, as paying agent (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes are being purchased by you on the terms and conditions set forth in the Underwriting Agreement Standard Provisions (the “Underwriting Agreement Standard Provisions”), as incorporated into and modified by the Pricing Agreement. This opinion is furnished to you pursuant to Section 8(c) of the Underwriting Agreement Standard Provisions incorporated into the Pricing Agreement. In that connection, we have reviewed originals or copies of the following documents:
Additional Documents Incorporated by Reference. Prior to signing this Lease, Tenant acknowledges that he/she has carefully read the document entitled “Group Lease Room Assignment and Rent Proration”, “Advance Consent for Sublet” and “Landlord’s Rules for Tenants” These documents are incorporated into this Lease by reference, as if all their content was written down in this document. Tenant agrees to be bound by the terms and conditions of those documents, which are a part of this Lease Agreement. Tenant further acknowledges that failure to abide by the terms and conditions of these documents may be grounds for the Landlord to evict Tenant, obtain legal damages against Tenant, or use the Damage Deposit to recover against the Tenant.
Additional Documents Incorporated by Reference. None. Schedule III [Insert Final Term Sheet] ANNEX I Pursuant to Section 6(f) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
Additional Documents Incorporated by Reference. None. Schedule III SUNTRUST BANKS, INC./SUNTRUST CAPITAL IX February 26, 2008 FINAL TERM SHEET SunTrust Capital IX $600,000,000 7.875% Trust Preferred Securities (liquidation amount $25 per security) fully and unconditionally guaranteed, as described in the prospectus, by SunTrust Banks, Inc. Issuer: SunTrust Capital IX (the “Trust”), a Delaware statutory trust, the sole asset of which will be the 7.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by SunTrust Banks, Inc. (“SunTrust”). Guarantor: SunTrust Title of Security: 7.875% Trust Preferred Securities Aggregate Liquidation Amount: $600,000,000 (24,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by SunTrust, correspond to $600,010,000 initial principal amount of the JSNs). Overallotment Option: $90,000,000 (3,600,000 additional Trust Preferred Securities correspond to $90,000 amount of additional JSNs). Distribution Dates: 7.875% per annum, quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning June 15, 2008. Maturity Date: March 15, 2068. Price to Public: $25 Expected Net Proceeds to SunTrust from the Offering: $582,250,000.00 after underwriting commissions. Trade Date: February 26, 2008. Settlement Date: March 4, 2008 (T+5) CUSIP: 867885 105 Expected Listing: NYSE under the symbol “STI PrZ” Expected Ratings: A1 by Xxxxx’x Investors Services, A- by Standard & Poor’s, A by Fitch. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Book-Runners: Xxxxxx Xxxxxxx & Co. Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc., Citigroup Global Markets Inc. and UBS Securities LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Banc of America Securities LLC, Sandler X’Xxxxx & Partners, L.P., Bear Xxxxxxx & Co. Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxx Brothers Inc., Barclays Capital Inc., Xxxxxxx Xxxxxx & Co., Inc., Fidelity Capital Markets, HSBC Securities (USA) Inc., X.X. Xxxxxxx & Co., Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxxxx & Co. Inc., Pershing LLC, Xxxxxxx Xxxxx & Associates, Inc., RBC Xxxx Xxxxxxxx Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxx Fargo Securities, LLC, BB&T Capital Markets, Boenning & Scattergood, Inc., X. X. Xxxx & Associates, Inc., City Securiti...
Additional Documents Incorporated by Reference. The Company’s Current Report on Form 8-K filed with the Commission on August 9, 2012. ANNEX I-1 Xxxxxxx Xxxxx
Additional Documents Incorporated by Reference. 1. Supplemental Financial Information dated November 7, 2006 relating to discontinued operations. TALISMAN ENERGY INC. Debt Securities Underwriting Agreement Standard Provisions From time to time Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to enter into one or more underwriting agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable underwriting agreement (such firms constituting the “Underwriters” with respect to such underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such underwriting agreement (with respect to such underwriting agreement, the “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreement, and each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the “Underwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Underwriting Agreement. Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securit...
Additional Documents Incorporated by Reference. Current Report on Form 8-K dated December 6, 2005 ANNEX I WRITTEN MATERIALS PROVIDED TO PARTICIPANTS IN DIRECTED SHARE PROGRAM o Memorandum to Directors and Executive Management Board Members that are Potential Participants in the XL Capital Ltd Directed Equity Program, from Kirstin Gould regarding General Information about the Director and Exexxxxxx Xxxagement Board Member Participation in the XL Capital Ltd Equity Units and Ordinary Shares Offerings, dated December 2, 2005 o Registration Statement. o Pricing Prospectus. o Final term sheet. o Prospectus. ANNEX II-1 SIMPSON THACHER & BARTLETT LLP FORM OF OPINION ---------------------------------------------- ANNEX II-2 SIMPSON THACHER & BARTLETT LLP FORM OF NEGATIVE ASSURANCE LETTER ----------------------------------------------------------------
Additional Documents Incorporated by Reference. None. Schedule III FIFTH THIRD CAPITAL TRUST IV $750,000,000 6.50% TRUST PREFERRED SECURITIES fully and unconditionally guaranteed, on a subordinated basis, as described in the prospectus, by Fifth Third Bancorp SUMMARY OF TERMS Issuer: Fifth Third Capital Trust IV (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 6.50% Junior Subordinated Notes due 2067 (the “JSNs”) issued by Fifth Third Bancorp (“Fifth Third”). Guarantor: Fifth Third Title of Securities 6.50% Trust Preferred Securities Aggregate Liquidation Amount: $750,000,000 ($750,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $750,010,000 initial principal amount of the JSNs) Liquidation Amount: $1,000 per trust preferred security Expected Ratings: Xxxxx’x Investors Service: A1 Standard & Poor’s: A- Fitch: A+ Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Trade Date: March 26, 2007 Settlement Date: March 30, 2007 (T+4) Scheduled Maturity Date: April 15, 2037, subject to a ten-year extension as described in the prospectus supplement dated March 26, 2007 Final Repayment Date: April 1, 2067 Distributions: From and including March 30, 2007 to but excluding April 15, 2017: at the annual rate of 6.50%, paid semi-annually in arrears on each April 15 and October 15, beginning on October 15, 2007; From and including April 15, 2017 to but excluding April 15, 2047: at an annual rate equal to three-month LIBOR plus 1.3675%, paid quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on July 15, 2017 (or, if any such day is not a business day, on the next business day); and Thereafter: at an annual rate equal to one-month LIBOR plus 2.3675%, paid monthly in arrears on the 15th day of each month, beginning on May 15, 2047 (or, if any such day is not a business day, on the next business day). Treasury Benchmark: 4.625% due February 15, 2017 Treasury Yield: 4.603% Spread to Treasury Benchmark: Plus 190 basis points Price to Public: 99.974% Proceeds, before expenses, to Fifth Third from the Offering: $742,305,000 after underwriting commissions Applicable Spreads for the Purposes of Calculating Make-Whole Redemption Price for Redemptions prior to April 15, 2017: 0.50% in the case of a redemption of all out...
Additional Documents Incorporated by Reference. None. Schedule III Filed Pursuant to Rule 433 Dated April 23, 2008 Registration Statement No. 333-141560 $750,000,000 6.250% Senior Notes due 2013 Summary of Terms Issuer Fifth Third Bancorp Expected Ratings Aa3 / A+ / AA- / AAL (Xxxxx’x / S&P / Fitch / DBRS) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Note Type Senior Notes Principal Amount US $750,000,000 Trade Date April 23, 2008 Settlement Date (T+ 5 days) April 30, 2008 Maturity Date May 1, 2013 Coupon 6.250% per annum Price to Investors 99.885%, plus accrued interest, if any, from April 30, 2008 Underwriters Commission 0.35% All-in Price 99.535% Net Proceeds US $746,512,500 Pricing Benchmark 2.500% UST due 3/2013 Benchmark Yield 2.957% Spread to Benchmark Plus 332 basis points Re-offer Yield 6.277% Interest Payment Dates Semi-annually on each May 1 and November 1 of each year, commencing November 1, 2008 and ending on the Maturity Date Day Count Convention 30 / 360 Denominations Minimum denominations of $5,000 with increments of $1,000 thereafter Bookrunners Credit Suisse Securities (USA) LLC Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Co-Manager Fifth Third Securities, Inc. Billing and Delivery Agent Xxxxxx Xxxxxxx & Co. Incorporated Listing None CUSIP 000000XX0 Fifth Third Bancorp has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about Fifth Third Bancorp and this offering. You may get these documents for free by visiting SEC Web site at xxx.xxx.xxx. Alternatively, Credit Suisse Securities (USA) LLC, Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and Xxxxxx Xxxxxxx & Co. Incorporated will arrange to send you these documents if you call Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Xxxxxxx, Sachs & Co. toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 or Xxxxxx Xxxxxxx & Co. Incorporated toll-free at 0-000-000-00...
