Description of the Notes Sample Clauses
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. The Notes will be issued under an indenture to entered into between Stone Energy Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, in a transaction not registered under the Securities Act. The following description is only a summary of the material provisions of the Notes and the indenture. We urge you to read the indenture in its entirety because it, and not this description, define your rights as a holder of the Notes. You may request copies of this document as set forth under the caption “Where You Can Find More Information.” When we refer to “Stone Energy Corporation,” “Stone Energy,” “we,” “our” or “us” in this section, we refer only to Stone Energy Corporation and not its subsidiaries (unless the context otherwise requires). In addition, all references to interest in this offering memorandum include additional interest, if any, payable pursuant to the provisions set forth below under the heading “—No Registration Rights; Additional Interest,” and additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations pursuant to the provisions set forth below under the heading “—Events of Default; Notice and Waiver.” The Notes will: • initially be limited to $250.0 million aggregate principal amount ($275.0 million aggregate principal amount if the initial purchasers exercise in full their option to purchase additional Notes); • bear interest at a rate of % per year, payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2012; • be general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; • be convertible by you at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, only during certain periods or upon satisfaction of one of the conditions for conversion, as described under “—Conversion Rights,” into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of shares of our common stock per $1,000 principal amount of Notes (subject to adjustment as set forth in this offering memorandum), which represents an initial conversion price of approximately $ per share of our common stock; • not be subject to redemption at our option prior to maturity; • be sub...
Description of the Notes. The Company will authorize the issue and sale of
Description of the Notes. The Principal and any accrued and unpaid interest on Notes will due and payable on February 8, 2013 (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 or partial 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 Note holder notice of a Triggering Event within five calendar days. 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 occurance of any Triggering Event. The Notes shall be subordinate to the JHE Indebtedness.
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 B 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 Amended and Restated Security Agreement in the form attached hereto as Exhibit C (the “Security Agreement”). The Notes, the Security Agreement, the Collateral Agent Agreement and the Intercreditor Agreement shall be referred to as the “Transaction Documents.”
Description of the Notes. The Company will authorize the issue and sale of $70,000,000 aggregate principal amount of its senior notes consisting of
(i) $50,000,000 aggregate principal amount of Floating Rate Series PP Senior Unsecured Notes due June 19, 2026 (the “Series PP Notes”), and
(ii) $20,000,000 aggregate principal amount of 1.81% Series QQ Senior Unsecured Notes due June 19, 2025 (the “Series QQ Notes,” together with the Series PP 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 Company will authorize the issue and sale of
(i) $30,000,000 aggregate principal amount of 5.19% Series YY Senior Unsecured Notes due September 18, 2031 (the “Series YY Notes”), and
(ii) $40,000,000 aggregate principal amount of 5.45% Series ZZ Senior Unsecured Notes due September 18, 2036 (the “Series ZZ Notes,” together with the Series YY 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. Indenture By means of a private instrument written in the English language, dated February 18, 2011, hereinafter the “Original Indenture”, BRT Escrow Corporation SpA, as Initial Temporary Issuer, entered into the Original Indenture with The Bank of New York Mellon, as Trustee, among other roles. Pursuant to the Original Indenture, it was agreed that Alsacia would issue secured notes under Rule 144A and Regulation S of the Securities Act of 1933 of the United States of America, as amended, which would be denominated in United States Dollars, hereinafter “Dollars”, for a total principal amount of USD$464.000.000 (four hundred sixty four million Dollars), with an interest rate of 8% and a maturity in 2018, hereinafter the “Original Notes”. Con posterioridad al otorgamiento del Contrato de Emisión de Bonos, Alsacia adquirió la totalidad de las acciones de BRT Escrow Corporation SpA, asumiendo Alsacia como consecuencia todas las obligaciones y derechos emanados del Contrato de Emisión de Bonos y los Bonos Originales. Following the execution of the Indenture, Alsacia acquired all of the shares of BRT Escrow Corporation SpA. As a result, Alsacia assumed all rights and obligations arising under the Indenture and the Original Notes. Por instrumento privado otorgado en idioma inglés de fecha 00 xx xxxxxxx xx 0000, Xxxxxxx, Express, Eco Uno y Panamerican celebraron un contrato denominado “First Supplemental Indenture”, en adelante el By means of a private document written in the English language, dated February 28, 2011, Alsacia, Express, Eco Uno and Panamerican, entered into a contract named “First Supplemental Indenture”, 5 Nota: Para ser completado una vez que se determine si se ejecutara un nuevo documento o si el documento actual se mantendrá en vigor.
Description of the Notes. The following paragraphs amend and supplement the terms of the Notes offered hereby as described in the “Description of the Notes” in the Preliminary Offering Memorandum:
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...