Agreement to Issue; the Notes; the Agreements Sample Clauses

Agreement to Issue; the Notes; the Agreements. (1) The Issuer agrees to issue the Notes on _________(the “Closing Date”). (2) The terms and conditions applicable to the Notes are set forth in the Terms and Conditions of the Notes (the “Conditions”) attached hereto as Schedule 1.1. (3) The Notes will be issued in the denomination of U.S.$1,000 each and will be represented by one or more permanent global certificates without interest coupons (the “Global Certificates”). The Global Certificates will be kept in custody by Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”), or any successor, as custodian for The Depository Trust Company, New York (“DTC”). The Global Certificates will be in registered form in the name of Cede & Co., as nominee of DTC, recorded in a register (the “Register”) kept by the Registrar (subsection (4)), and will represent the Notes maintained in custody for financial institutions that are participants in DTC. Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme, Luxembourg, as participants in DTC, will hold interests in the Global Certificates on behalf of their respective participants through their respective depositaries, which in turn will hold such interests as participants in DTC. The Global Certificates will be substantially in the form set out in Schedule 2.1. (4) Concurrently with the signing of this Agreement, the Issuer is entering into the supplemental registrar and paying agency agreement dated _________(the “Supplemental Agency Agreement”) with DBTCA, as registrar for the Issuer (the “Registrar”) and as paying agent for the Issuer (the “Paying Agent”). This Agreement and the Supplemental Agency Agreement are together referred to herein as the “Agreements”.
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Related to Agreement to Issue; the Notes; the Agreements

  • AMENDING THE AGREEMENT 4.1 The Agreement may only be amended by a written agreement duly executed by the Parties.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Amending Agreement The Trustees are directed to amend the Trust Agreement or the Pension Plan to be consistent with the provisions of this Agreement. The Trustees shall have discretion in acting on claims for benefits under the plan subject to review only in accordance with the arbitrary and capricious standard.

  • Amendment of the Agreement The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

  • ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if: (a) you don't pay Charges when they are due. This includes any deposit we've asked for; (b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to; (c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way; (d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement; (e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party; (f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or (g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount. 8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period. 8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below. 8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if: (a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint; (b) we go into liquidation or a receiver or administrator is appointed over our assets; (c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or (d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement. 8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • PARTIES TO THE AGREEMENT ‌ The parties to the Agreement (hereinafter "Party" or "Parties") are: 1. PDL International Pte Ltd NEPTUNE PACIFIC DIRECT LINE PTE. LTD. ("PDL NPDL") 000 Xxxxx Xxxxxx, #03-00,PIL Building 8 Xxxxxx Road, #03-01 Singapore Xxxxxx Xxxx, Xxxxxxxxx, 000000 228095 2. Pacific Forum Line (Group) Limited ("PFLG") X.X. Xxx 000, 0xx Xxxxx Xxxxxx Xxxxx Lini Highway Port Vila Vanuatu

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