Form and Terms of Special Warrants Sample Clauses

Form and Terms of Special Warrants. Subject to the provisions hereof, the Special Warrants to be issued under this Indenture shall be limited in the aggregate to 20,000,000 Special Warrants and each Special Warrant shall entitle a holder, upon exercise or deemed exercise thereof to acquire, without the payment by such holder of any additional consideration, one (1) Common Share or such other kind and amount of securities or property determined pursuant to the provisions of Article 4, as the case may be. The Special Warrants may be exercised by the holder thereof, at no additional cost, at any time after the Qualification Date until the Expiry Time. Special Warrants not exercised or tendered for cancellation prior to the Expiry Time will be deemed to be exercised immediately prior thereto and surrendered to the Trustee on behalf of the holder thereof at the Expiry Time without any further action on the part of the holder or the Company. The Special Warrants shall be issued in registered form and the Special Warrant Certificates, including all replacements issued in accordance with this Indenture, shall be substantially in the form set out in Schedule "A" hereto with, subject to the provisions of this Indenture, such additions, variations and/or omissions as may from time to time be agreed upon between the Company and the Trustee, shall be dated as of the Closing Date, and shall be numbered in such manner as the Company, with the approval of the Trustee, may prescribe. All Special Warrants shall, save as to denominations, be of like tenor and effect. No change in the form of the Special Warrant Certificates shall be required by reason of any adjustment made pursuant to Article 4 hereof. The Trustee shall maintain a register of the holders at its principal stock transfer office in the City of Vancouver, which shall be open for inspection by any agent or representative of the Company or a Special Warrantholder, in which shall be entered the name and addresses of the Special Warrantholders and the number of Special Warrants held by them and all other information required by law. The Trustee shall, from time to time when requested to do so by the Company, furnish the Company with a list of the names and addresses of the Special Warrantholders entered in the registers kept by the Trustee and showing the number of Common Shares which might then be acquired upon the exercise or deemed exercise of the Special Warrants held by each such holder. Special Warrant Certificates may be engraved, lithographed...
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Form and Terms of Special Warrants. (a) The Special Warrant certificates for the 8,600,000 Special Warrants shall be substantially in the form set out in Article 9, shall be dated as of the date of this Indenture (regardless of their actual date of issue), and shall have such distinguishing letters and numbers as the Corporation may, with the approval of the Special Warrant Agent, prescribe. (b) Subject to adjustment as provided in Sections 2.13 and 2.14 or subsection 2.2(c), each Special Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire in accordance with Section 3.1, at no extra cost, one (1) Unit, each Unit consisting of Common Share and one-half ( 1/2) a Share Purchase Warrant, or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of Sections 2.14 and 2.15 or subsection 2.2(c), as the case may be, of this Indenture. (c) Unless previously retracted in accordance with the provisions of Section 3.5, each Special Warrant authorized to be issued hereunder shall in the event of a Qualification Default prior to the exercise or deemed exercise of the Special Warrants pursuant to Section 3.1 hereof,
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Form and Terms of Special Warrants. 2.3.1 Each Special Warrant constitutes an agreement between the Corporation and the holder thereof pursuant to which the provisions of Article 7 hereof shall apply if the Release Conditions are satisfied prior to the Release Deadline and the provisions of Article 8 hereof shall apply if the Release Conditions are not satisfied prior to the Release Deadline. 2.3.2 Upon receipt by the Special Warrant Agent of the Offering Proceeds, the Special Warrants shall be issued and the right, title and interest in and to, and ownership of, each Special Warrant will be represented by a Special Warrant Certificate issued to and registered as directed in a Written Order of the Corporation. 2.3.3 Special Warrants sold within the United States or to a U.S. Person shall be represented by one or more Special Warrant Certificates in certificated form issued and registered in accordance with the provisions of Sections 2.6 and 4.5 hereof. 2.3.4 All Special Warrant Certificates (including replacements issued in accordance with this Indenture) shall be substantially in the form of Schedule “B” hereto and shall bear such distinguishing letters and numbers as the Corporation and the Special Warrant Agent may prescribe. 2.3.5 No fractional Special Warrant shall be issued.
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Form and Terms of Special Warrants a. Each Special Warrant authorized to be issued hereunder shall entitle the holder thereof, upon exercise, or upon automatic exercise as provided for in section 3.9, to acquire one Common Share and one Purchase Warrant, subject to adjustment in accordance with Article 4, at any time after the Effective Date and until the Time of Expiry at no additional cost to the holder. b. No fractional Special Warrants shall be issued or otherwise provided for hereunder. c. The number of Common Shares and Purchase Warrants which may be acquired pursuant to the Special Warrants may be adjusted in the event and in the manner specified in Article 4.
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Form and Terms of Special Warrants. (a) One Special Warrant authorized to be issued hereunder shall entitle the holder thereof to acquire, in accordance with and subject to the terms of Article 3 hereof and at no additional cost to the holder one Common Share and one Warrant subject to adjustment in accordance with Article 4 hereof; (b) No fractional Special Warrants, Common Shares or Warrants shall be issued or otherwise provided for hereunder. (c) The number of Common Shares and Warrants which may be acquired pursuant to the Special Warrants shall be adjusted in the events and in the manner specified in Article 4.
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Form and Terms of Special Warrants. 6. 2.3 Signing of Special Warrant Certificates..................................... 7. 2.4 Certification by the Special Warrant Agent.................................. 7. 2.5 Special Warrantholder Not a Shareholder..................................... 7. 2.6 Issue in Substitution for Lost Special Warrant Certificates................. 8. 2.7 Special Warrants to Rank Pari Passu......................................... 8. 2.8
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Form and Terms of Special Warrants. (1) Subject to Subsection 2.01(2), each Special Warrant will entitle the Subscriber, upon exercise of such Special Warrant (in accordance with either Subsection 3.01(1) or 3.01(2), as applicable) to acquire one Common Share without payment of any consideration in addition to the Issue Price paid upon the issuance of each Special Warrant. (2) The number of Common Shares which are issuable upon the exercise of the Special Warrants will be adjusted in the events and in the manner specified in Article 4. (3) The Warrant Certificate will be substantially in the form set out in Exhibit I to this Schedule A, will be dated as of the date hereof and will bear such distinguishing letters, legends and numbers as the Corporation may prescribe. Subject to Subsection 2.01(4), the Warrant Certificate will be issuable in any denomination. (4) No Warrant Certificate evidencing any fraction of a Special Warrant will be issued or otherwise provided for.
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Related to Form and Terms of Special Warrants

  • Form, Dating and Terms (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Initial Securities issued on the date hereof will be in an aggregate principal amount of $180,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities and Exchange Securities. Furthermore, Securities may be authenticated and delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer pursuant to Section 3.10. The Initial Securities shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued as securities bearing one of the restrictive legends described in Section 2.1(d) ("Restricted Securities") shall be known and designated as "8 1/4% Senior Notes, Series A, due 2012" of the Company. Additional Securities issued other than as Restricted Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company, and Exchange Securities shall be known and designated as "8 1/4% Senior Notes, Series B, due 2012" of the Company. With respect to any Additional Securities, the Company shall set forth in (a) a Board Resolution of the Company and (b) (i) an Officers' Certificate or (ii) one or more indentures supplemental hereto, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price and the issue date of such Additional Securities, including the date from which interest shall accrue; and (3) whether such Additional Securities shall be Restricted Securities issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. The Initial Securities, the Additional Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities, the Additional Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities, the Additional Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Securities are established by action taken pursuant to Board Resolutions of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. (b) The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated January 20, 2004, among Portola Packaging, Inc., the Subsidiary Guarantors, X.X. Xxxxxx Securities Inc. and UBS Securities LLC. The Initial Securities and any Additional Securities (if issued as Restricted Securities) (the "Additional Restricted Securities") will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities and Additional Restricted Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Securities and Additional Restricted Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Notes") shall be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and any Additional Securities offered and sold outside the United States of America (the "Regulation S Notes") in reliance on Regulation S shall initially be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note will be deposited upon issuance with, or on behalf of, the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the Restricted Period, interests in the Regulation S Global Note may be transferred to non-U.S. persons pursuant to Regulation S to QIBs and IAIs or otherwise in accordance with this Indenture. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities resold to IAIs (the "Institutional Accredited Investor Notes") in the United States of America shall be issued in the form of a permanent global Security substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent global Security, substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Securities Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

  • Designation and Terms of Securities (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto: (1) the title of the Securities of the series (which shall distinguish the Securities of that series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series); (3) the maturity date or dates on which the principal of the Securities of the series is payable; (4) the form of the Securities of the series including the form of the certificate of authentication for such series; (5) the applicability of any guarantees; (6) whether or not the Securities will be secured or unsecured, and the terms of any secured debt; (7) whether the Securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; (8) if the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security or the method by which any such portion shall be determined; (9) the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; (10) the Company’s right, if any, to defer the payment of interest and the maximum length of any such deferral period; (11) if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, the Company may at its option, redeem the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; (12) the date or dates, if any, on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities and the currency or currency unit in which the Securities are payable; (13) the denominations in which the Securities of the series shall be issuable, if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof; (14) any and all terms, if applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligations of the Company with respect to such Securities and any other terms which may be advisable in connection with the marketing of Securities of that series; (15) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; (16) if applicable, the provisions relating to conversion or exchange of any Securities of the series and the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange, which may, without limitation, include the payment of cash as well as the delivery of securities; (17) if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (18) additions to or changes in the covenants applicable to the series of Securities being issued, including, among others, the consolidation, merger or sale covenant; (19) additions to or changes in the Events of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders to declare the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable; (20) additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; (21) additions to or changes in the provisions relating to satisfaction and discharge of this Indenture; (22) additions to or changes in the provisions relating to the modification of this Indenture both with and without the consent of Securityholders of Securities issued under this Indenture; (23) the currency of payment of Securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; (24) whether interest will be payable in cash or additional Securities at the Company’s or the Securityholders’ option and the terms and conditions upon which the election may be made; (25) the terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax purposes; (26) any restrictions on transfer, sale or assignment of the Securities of the series; and (27) any other specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in the provisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations. All Securities of any one series shall be substantially identical except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Company setting forth the terms of the series. Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption dates.

  • Issuance and Terms of Equipment Notes The Equipment Notes shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date of the consummation of the Transactions, each Equipment Note shall be issued to the Subordination Agent on behalf of the Pass Through Trustees under the Pass Through Trust Agreements. The Equipment Notes shall be issued in registered form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples thereof, except that one Equipment Note of each Series may be in an amount that is not an integral multiple of $1,000. Each Equipment Note shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Original Amount thereof from time to time outstanding, payable in arrears on April 1, 1998, and on each October 1 and April 1 thereafter until maturity. The Original Amount of each Equipment Note shall be payable on the dates and in the installments equal to the corresponding percentage of the Original Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Equipment Notes. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Original Amount, Make-Whole Amount, if any, and, to the extent permitted by applicable Law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension.

  • PRICES AND TERMS Price Structure Standard Product: all Participating Consumers are enrolled in this option unless they opt out. This product includes the statutory mix plus voluntary RECs to bring total mix to % Green. Optional Greener Products: to enroll in this option participant must affirmatively opt in. This product includes the statutory mix plus voluntary RECs equal to % of the load plus RECs to bring total mix to % Green Optional Least Expensive Product: to enroll in this option participant must affirmatively opt in. This product includes the statutory mix, no additional voluntary RECs. Terms for System Supply Service Renewable Energy in System Supply:

  • Terms of Warrants (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price. (2) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant. (3) Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture. (4) The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1. (5) Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

  • Prices and Terms of Payment (a) In consideration of the sale of Products and/or the performance of Services by Signify, Customer shall pay all prices and fees (“Prices”) in accordance with the Agreement and this section 2. Prices are in euro and unless agreed otherwise based on Ex Works – Signify facility (INCOTERMS latest version). Unless stipulated otherwise by the applicable INCOTERMS, Prices do not include any taxes, duties or other governmental fees, now or hereafter enacted, including value-added or similar taxes levied by any government, and Signify may add these to the Price or invoice separately, and Customer will reimburse Signify promptly on first request. (b) Subject to notice to Customer, Signify reserves the right to adjust Prices for Products and/or Services not yet delivered or performed to reflect variations in individual costs of more than five percent (5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products and/or performance of Services. In addition, if an Agreement has a term longer than twelve (12) months, Signify may adjust Prices as of each 1st April (i) for the change in the most recently published producer price index (PPI) compared to twelve (12) months earlier; and (ii) to reflect variations in the foreign exchange rate between the foreign currency and the Euro currency of more than 5% since the date of an Offer. (c) Any cancellation, delay or other change by Customer of a purchase order previously accepted by Signify will require the prior approval of Signify and the approval will be without prejudice to any rights or remedies Signify may have under the Agreement or at law. If, on request of Customer, Signify agrees to any such change in purchase order or a change in an Agreement, including an (partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of the design, quality, standard, quantity, manufacturing site or performance (including sequence, quantities or timing) of Products and/or Services (each, a “Variation”), or a Variation is required due to (i) changes in applicable laws, regulations or industry standards, (ii) emergency situations, (iii) incorrect or incomplete information provided by Customer, or (iv) non-compliance by Customer of any of its obligations under an Agreement, Customer shall reimburse Signify for all costs and expenses incurred in respect of such Variation promptly on first request. (d) Signify may invoice Customer upon shipment of Products, or when Services have been performed. Signify may require (i) Customer to pay on fixed payment days; (ii) an advance payment of (part of) the Price; and/or (iii) invoice per separate specified phase, time period or milestone of performance. Customer shall make net payment within thirty (30) days of date of invoice to the designated bank account of Signify. Customer shall pay all amounts due to Signify in full without any set-off, counterclaim, deduction or (tax) withholding. (e) In the event Customer fails to make any payment due under an Agreement on the due date, then, whether or not Signify has made a formal demand for payment and in addition to any other rights and remedies available to Signify, to the extent permitted by applicable law: (i) all amounts due from Customer will be considered payable and non-disputed, admitted debt; (ii) Customer shall pay Signify interest on all due amounts from the due date until Signify has received full payment thereof, at the rate of eighteen percent (18%) per annum or the applicable statutory rate, whichever is higher, and shall pay Signify all costs of payment collection, including attorneys’ fees; and (iii) Signify may cancel any credit issued to Customer and require, to its satisfaction, that Customer provides (additional) security, pre-payments or deposits, and may implement additional conditional payment terms or accelerate payments schedules for any outstanding performance. (f) Signify may set off against and deduct from any amount that Signify (or any of its affiliates) owes to Customer under any agreement any amount that Customer owes to Signify or against any advance payments or deposits made by Customer. In the event that Signify sets off amounts in different currency it will use a commonly used currency conversion rate.

  • Consideration and Terms of Payment In consideration for the Recorder providing User with direct access to Laredo as indicated within this Agreement, User shall pay to the Recorder as follows: • The fees for access to the Recorder’s real estate records are based on a sliding scale model. User will select which plan they wish to use on Attachment A where fee structure is outlined. • The Recorder reserves the right to change the fees outlined on Attachment A. Upon any such change in fees, User will receive written notification from the Recorder previous to being billed the new amount. In such case, the remaining terms of this Agreement will remain in effect with the new fee structure unless properly terminated according to the terms outlined in Paragraph 1. • User may switch to a different rate plan within the first five (5) days of each month. The Recorder must receive written notification of User’s intent to change plans in order for the change to take effect. The prorated amounts will be based on calendar days not business days. • User joining during a monthly period will be billed for prorated portion of the month of which they signed. The prorated amount will be based on calendar days not business days. The day on which a User joins will become the first day of the prorated month. Notwithstanding the foregoing, a User subscribing to and then discontinuing service in less than thirty (30) days shall be billed for a full month of service at the plan rate subscribed to.

  • Form and Transferability of Adss (a) Form. Certificated ADSs shall be evidenced by definitive ADRs which shall be engraved, printed, lithographed or produced in such other manner as may be agreed upon by the Company and the Depositary. ADRs may be issued under the Deposit Agreement in denominations of any whole number of ADSs. The ADRs shall be substantially in the form set forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law. ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company, unless such ADR shall have been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is different from any CUSIP number that was, is or may be assigned to any depositary receipts previously or subsequently issued pursuant to any other arrangement between the Depositary (or any other depositary) and the Company and which are not ADRs outstanding hereunder.

  • Form and Dating Terms (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, rules or agreements with national securities exchanges to which the Issuer or any Subsidiary Guarantor is subject, if any, or general usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer but which notation, legend or endorsement does not affect the rights, duties or obligations of the Trustee). Each Note shall be dated the date of its authentication. The Initial Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.11 or a Change of Control Offer as provided in Section 4.15, and otherwise as not prohibited by this Indenture. The Notes shall not be redeemable other than as provided in Article 3. Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have substantially identical terms, including as to status, waivers, amendments, offers to repurchase and redemption as the Initial Notes, but may have different issue prices, issue dates and CUSIP numbers; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.10. Any Additional Notes shall be issued under an indenture supplemental to this Indenture. In authenticating and delivering the Initial Notes, Additional Notes and any other Notes issued pursuant to this Indenture, the Trustee shall receive and shall be fully protected in conclusively relying upon, in addition to the Opinion of Counsel (which shall not be required in connection with the Initial Notes) and Officer’s Certificate required by Section 12.03, an Opinion of Counsel (i) as to the due authorization, execution, delivery, validity and enforceability of such Notes, and (ii) stating that all laws and requirements in respect of the execution and delivery by the Issuer of such Notes have been complied with.

  • SCHEDULE OF PRICES AND TERMS Competitive Supplier agrees to provide All-Requirements Power Supply and other related services as expressly set forth herein in accordance with the prices and terms included in Exhibit A to this ESA, which Exhibit is hereby incorporated by reference into this ESA.

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