Description of the Notes. The Notes will conform in all material respects to the statements relating thereto contained in the Disclosure Package and the Prospectus and will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement.
Description of the Notes. You can find the definitions of certain terms used in this description under “— Description of the Entergy Notes — Certain Definitions Under the Entergy Indenture” and “— Description of the Enexus Notes — Certain Definitions Under the Enexus Indenture.” In this description, “Entergy” refers only to Entergy Corporation and not to any of its subsidiaries and “Enexus” refers only to Enexus Energy Corporation and not to any of its subsidiaries. Entergy’s % Senior Notes due 20 (the “20 Entergy notes”) and % Senior Notes due 20 (the “20 Entergy notes”) are referred to collectively as the “Entergy notes.” Enexus’ % Senior Notes due (the “20 Enexus notes”) and % Senior Notes due 20 (the “20 Enexus notes”) are referred collectively to as the “Enexus notes.” Entergy will issue the 20 Entergy notes and the 20 Entergy notes under a second supplemental indenture to the indenture between itself and Deutsche Bank Trust Company Americas, as trustee, dated as of December 1, 2002, as supplemented by the first supplemental indenture between itself and Deutsche Bank Trust Company Americas, as trustee, dated as of December 20, 2005, which are collectively referred to herein as the “Entergy indenture.” The terms of the Entergy notes include those stated in the Entergy indenture and those made part of the Entergy indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The following description is a summary of the material provisions of the Entergy notes and the Entergy indenture. It does not restate the Entergy notes and the Entergy indenture in their entirety. You are urged to read the Entergy notes and the Entergy indenture because they, and not this description, define your rights as holders of the Entergy notes. Copies of the proposed form of the Entergy indenture are available as described under “Where You Can Find More Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions Under the Entergy Indenture” have the meanings assigned to them in the Entergy indenture. The registered holder of an Entergy note is treated as the owner of it for all purposes. Only registered holders have rights under the Entergy indenture.
Description of the Notes. The Company will authorize the issue and sale of
Description of the Notes. The Company will authorize the issue and sale of
(i) $35,000,000 aggregate principal amount of 5.65% Series WW Senior Unsecured Notes due May 22, 2031 (the “Series WW Notes”), and
(ii) $40,000,000 aggregate principal amount of 5.79% Series XX Senior Unsecured Notes due May 22, 2034 (the “Series XX Notes,” together with the Series WW Notes are collectively, the “Notes”) shall be substantially in the form set out in Exhibits 1-A and 1-B, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and, for purposes of this Agreement, the rules of construction set forth in Section 22.5 shall govern.
Description of the Notes. The principal and any accrued and unpaid interest on Notes will due and payable on December 31, 2014 (the “Stated Maturity Date”) or, at the election of the Holder, on the earlier of (a) the closing of a financing transaction by the Corporation for aggregate proceeds in excess of US$5,000,000; (b) the sale of JHE; (c) the sale of all or substantially all of the assets of JHE; or (d) an Event of Default (as defined in the Note Certificates). The events described in this Section 2.2(a), (b) and (c) are each a “Triggering Event” and the Corporation agrees to provide each Noteholder notice of a Triggering Event within five (5) calendar days. A partial sale of JHE or JHE’s assets shall not be deemed to be a Triggering Event so long as the Corporation will apply no less than seventy percent (70%) of the net proceeds from such partial sale transaction to pay the principal amount and any outstanding unpaid interest of the Notes on closing of such transaction. The principal amount of the Notes is convertible, in whole or in part, at the option of the holder into shares of common stock of the Corporation (each, a “Common Share” and together with the Notes, the “Securities”) on (a) the Stated Maturity Date or (b) the occurrence of any Triggering Event.
Description of the Notes. This Agreement sets forth the terms and conditions under which Purchaser will purchase a certain number of Units, where each Unit shall consist of a 10% senior convertible note due 2008 in the form attached hereto as Exhibit A in increments of Fifty Thousand Dollars ($50,000), of which Note up to fifty percent (50%) of the outstanding principal shall be convertible into shares (the “Conversion Shares”) of the Company’s common stock, $.001 par value (“Common Stock”), at a rate of One and 65/10ths Dollars ($1.65) per share. The Note shall be secured by that certain Security Agreement in the form attached hereto as Exhibit B (the “Security Agreement”).
Description of the Notes. The Notes shall be dated the date of issue and shall bear interest on the unpaid principal balance thereof from the date of issuance at the rate of 5.79% per annum. The Notes are to be issued under and in accordance with a Supplemental Indenture dated on or about March 8, 2007 (the “Supplemental Indenture”) between the Company and The Bank of New York Trust Company, N.A., a national banking association, in its capacity as successor trustee (together with any successors and assigns in such capacity, the “Trustee”), which shall be substantially in the form attached hereto as Exhibit 1.2. The Supplemental Indenture is a supplement to the Indenture dated as of August 1, 1992 between the Company and The Bank of New York, as original trustee, as amended and supplemented from time to time (the “Indenture”). The Notes shall have such characteristics as set forth in the Supplemental Indenture.
Description of the Notes immediately after the caption heading of such Section 1 and immediately before the phrase "The Company will authorize...," and (ii) by the deletion of the last paragraph of Section 1 and by the addition thereto of a new Section 1.2 in lieu thereof to read as follows:
Description of the Notes. The Issuer proposes to issue its $5,000,000 principal amount of Taxable Adjustable Rate Notes, Series 2006 (the “Notes”). The proceeds of the Notes will be used (i) to finance the construction, improving and equipping of an approximately 35,660 square foot facility including a warehouse and distribution center, located on an approximately 565,020 square foot parcel of land, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx, for use as a warehouse and distribution center for medical device products, (ii) to finance the costs of issuance of Notes and (iii) for other purposes as are approved by the Letter of Credit Bank (the “Project”).
(a) The Notes will mature on December 1, 2026, subject to prior redemption as described in the Offering Circular (as hereinafter defined). The initial interest rate on the Series 2006 Notes, effective on the date of their initial delivery through and including the following Wednesday shall be % per annum. The Notes will be issued pursuant to a Trust Indenture, dated as of December 1, 2006 (the “Indenture”), between the Issuer and The Huntington National Bank, as trustee (the “Trustee”) for the holders of the Notes. The Notes will be payable from and secured by a pledge of certain funds to the Trustee under the Indenture, including certain payments to be made by the Issuer under the Indenture. The Notes are also secured by and paid from draws under an irrevocable direct pay Letter of Credit (the “Letter of Credit”), dated as of the date of initial delivery of the Notes, issued by KeyBank National Association (the “Bank”). The Trustee is entitled to draw under the Letter of Credit (1) an amount equal to the principal of the outstanding Notes (i) to pay the principal of the Notes when due at maturity or upon redemption or acceleration or (ii) to pay the portion of the purchase price corresponding to the principal of Notes purchased pursuant to the Indenture to the extent remarketing proceeds are not available for such purpose, plus (2) an amount equal to 98 days’ interest thereon (calculated at a maximum rate of 10% per annum) (i) to pay interest on the Notes when due or (ii) to pay the portion of the purchase price of Notes purchased pursuant to the Indenture corresponding to the accrued interest, if any, on such Notes to the extent remarketing proceeds are not available for such purchase. Pursuant to a Reimbursement Agreement, dated as of December 1, 2006 (the “Reimbursement Agreement”), between the Issuer and the Bank, th...
Description of the Notes. The Notes shall be dated the date of issue, shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof from the date of issuance at the rate of 5.19% per annum, payable on each Interest Payment Date, commencing with the first Interest Payment Date occurring after the date hereof, until such principal sum shall have become due and payable (whether at maturity, upon notice of redemption or otherwise) and interest (so computed) on any overdue principal and premium (as provided herein and in the Seventeenth Supplemental Indenture) and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof (whether by acceleration or otherwise) at the rate of 5.19% per annum until paid, and shall have such other characteristics as set forth in the Seventeenth Supplemental Indenture.