Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate. (b) Each Security shall be dated the date of its authentication and shall bear interest from the date, and shall be payable on the dates, specified on the reverse of the applicable form of Security, which shall be specified as contemplated by Section 2.03. (c) The Person in whose name any Registered Security of any series is registered on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to such record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall have the meaning set forth in the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable interest payment date.
Appears in 3 contracts
Samples: Subordinated Indenture (Mizuho Financial Group Inc), Senior Indenture (Mizuho Financial Group Inc), Subordinated Indenture (Mizuho Financial Group Inc)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities in the forms set forth in Exhibit A, in the case of fixed rate Securities, and Exhibit B, in the case of floating rate Securities, and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.
(b) Each Security shall be dated the date of its authentication and shall bear interest from the date, and shall be payable on the dates, specified on the reverse of the applicable form of Security, which shall be specified as contemplated by Section 2.03.
(c) The Person in whose name any Registered Security of any series is registered on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to such record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall have the meaning set forth in the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable interest payment date.
Appears in 1 contract
Form, Denomination and Date of Securities; Payments of Interest. (a) Each Security and the Trustee’s certificate of authentication thereof shall be substantially in the form set forth in Exhibit A hereto. The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 US$50,000 and in integral multiples of $US$1,000 in excess thereof, or such other denominations, integral multiples thereof and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issued. The Securities shall be issuable as Registered Securities in registered form, without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans method as the Responsible Officer officer of the Company executing the same may determine, determine as evidenced by such Responsible Officerofficer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.
(b) Each Security shall be dated the date of its authentication and authentication, shall bear interest from the date, applicable date and shall be payable on the dates, dates specified on the reverse face of the applicable form set forth in Exhibit A hereto. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of Securityone or more permanent global Securities (the “Rule 144A Global Securities”), which registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the Securities Act Legend and the Global Legend, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as herein provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be specified issued in the form of one or more global Securities, registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the Global Legend (the “Regulation S Global Securities”), deposited with the Trustee, as contemplated custodian for the Depositary or its nominee, duly executed by Section 2.03.
(c) the Company and authenticated by the Trustee as herein provided. Rule 144A Global Securities and Regulation S Global Securities are sometimes referred to herein as the “Global Securities”. The aggregate principal amount of Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Person in whose name any Registered Security of any series is registered at the close of business on any record date Regular Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest interest, if any, payable on such interest payment date Interest Payment Date notwithstanding any registration of any transfer or exchange of such Security subsequent to such record date the Regular Record Date and prior to such interest payment dateInterest Payment Date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such seriesInterest Payment Date, in which case such defaulted Defaulted Interest, plus any additional amounts, plus (to the extent lawful) any interest payable on such Defaulted Interest and any additional amounts, shall be paid to the Persons in whose names Outstanding outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) Special Record Date established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used in accordance with respect to any interest payment date (except a date for payment of defaulted interest) shall have the meaning set forth in the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable interest payment dateSection 2.11(c).
Appears in 1 contract
Samples: Indenture (Hanarotelecom Inc)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 [ ] and in integral multiples of $1,000 [ ] in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or in or pursuant to a Board Resolution establishing the terms thereof, thereof and set forth in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedOfficer’s Certificate. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Perpetual Subordinated Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary DTC or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law tax, banking or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriatelaws or regulations.
(b) Each Security shall be dated the date of its authentication and shall bear interest from the date, and shall be payable on the dates, specified on the reverse of the applicable form of Security, dates which shall be specified as contemplated by Section 2.03.
(c) The Person in whose name any Registered Security of any series is registered on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to such record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of does not pay the interest due on such interest payment date for such series, in which case such defaulted unpaid interest shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted previously unpaid interest) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted previously unpaid interest) shall have mean the meaning date set forth in on the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable if such interest payment datedate is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.
Appears in 1 contract
Samples: Perpetual Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or in or pursuant to a Board Resolution establishing the terms thereof, thereof and set forth in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedOfficer’s Certificate. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Perpetual Subordinated Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary DTC or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law tax, banking or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriatelaws or regulations.
(b) Each Security shall be dated the date of its authentication and shall bear interest from the date, and shall be payable on the dates, specified on the reverse of the applicable form of Security, which shall be specified as contemplated by Section 2.03.
(c) The Person in whose name any Registered Security of any series is registered on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to such record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of does not pay the interest due on such interest payment date for such series, in which case such defaulted unpaid interest shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted previously unpaid interest) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted previously unpaid interest) shall have mean the meaning date set forth in on the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable if such interest payment datedate is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.
Appears in 1 contract
Samples: Perpetual Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities and the Trustee's certificates of authentication shall be issued as Registered Global substantially in the form recited above; provided that Exchange Securities and in denominations as (i) shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 and in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as contain the Company may designate in a form of Security or an indenture supplemental hereto or Board Resolution establishing alternative third paragraph appearing on the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount reverse of the Securities that are in the form recited above and (ii) shall not contain terms with respect to be issuedtransfer restrictions. The Securities shall be issuable as Registered Securities without couponsin denominations provided for in the form of Security recited above. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer officers of the Company Issuer executing the same may determine, as evidenced by such Responsible Officer’s execution determine with the approval of such Securitiesthe Trustee. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.
(b) Each Security shall be dated the date of its authentication and authentication, shall bear interest from the date, applicable date and shall be payable on the dates, dates specified on the reverse face of the applicable form of Security recited above. Securities offered and sold in reliance on Section 4(2) and Rule 144A shall be issued initially in the form of a single permanent global Security in registered form, substantially in the form herein above recited (the "U.S. GLOBAL SECURITY"), deposited with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary for the accounts of Euroclear Bank, S.A./N.V., as operator of the Euroclear System and Citibank, N.A., as operator of the Clearstream System, duly executed by the Issuer and authenticated by the Trustee as herein provided. The aggregate principal amount of the U.S. Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Security in registered form substantially in the form hereinabove recited (the "TEMPORARY OFFSHORE GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer, and authenticated by the Trustee as provided herein. At any time after December 1, 2003 (the "OFFSHORE SECURITIES EXCHANGE DATE"), a single permanent global Security in registered form substantially in the form hereinabove recited without the Private Placement Legend (the "PERMANENT OFFSHORE GLOBAL SECURITY"; and together with the Temporary Offshore Global Security, which the "OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by the Trustee as provided herein shall be specified deposited with the Trustee, as contemplated by custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Security in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Security transferred. Securities issued pursuant to Section 2.032.08 in exchange for interests in the Offshore Global Security following the Offshore Securities Exchange Date shall be in the form of permanent certificated Securities in registered form substantially in the form hereinabove recited (the "OFFSHORE PHYSICAL SECURITIES"). The U.S. Global Security and the Offshore Global Security are sometimes referred to herein as the "GLOBAL SECURITIES.
(c) " The Person person in whose name any Registered Security of any series is registered at the close of business on any record date Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest interest, if any, payable on such interest payment date Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to such record date the Interest Record Date and prior to such interest payment dateInterest Payment Date, except if and to the extent the Company Issuer shall default in the payment of the interest due on such interest payment date for such seriesInterest Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, shall be paid to the Persons persons in whose names Outstanding outstanding Securities are registered at the close of business on a subsequent record date (which shall be not no less than five Business Days business days prior to the date of payment of such defaulted interestpayment) established by notice given by mail by or on behalf of the Company Issuer to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall have the meaning set forth in the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable interest payment date.
Appears in 1 contract
Samples: Indenture (Vitro Sa De Cv)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issued as Registered Global Securities and in denominations as shall be specified as contemplated by Section 2.03. The Securities of any series shall be denominated in minimum principal amounts of $200,000 [ ] and in integral multiples of $1,000 [ ] in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security or an indenture supplemental hereto or in or pursuant to a Board Resolution establishing the terms thereof, thereof and set forth in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedOfficer’s Certificate. The Securities shall be issuable as Registered Securities without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Fixed-Term Subordinated Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with the rules of the Depositary DTC or any securities market in which the Securities are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law tax, banking or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriatelaws or regulations.
(b) Each Security shall be dated the date of its authentication and shall bear interest from the date, and shall be payable on the dates, specified on the reverse of the applicable form of Security, dates which shall be specified as contemplated by Section 2.03.
(c) The Person in whose name any Registered Security of any series is registered on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to such record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of does not pay the interest due on such interest payment date for such series, in which case such defaulted unpaid interest shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted previously unpaid interest) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted previously unpaid interest) shall have mean the meaning date set forth in on the applicable form of reverse of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable if such interest payment datedate is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.
Appears in 1 contract
Samples: Fixed Term Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)
Form, Denomination and Date of Securities; Payments of Interest. (a) The Securities of each series and the Trustee's certificates of authentication shall be issued substantially in the forms of Annex A, Annex B and Annex C hereto; provided that Exchange Securities with respect to any series (i) shall contain the alternative fourth paragraph appearing on the reverse of the form of Security of such series provided in Annex A, Annex B or Annex C hereto, as Registered Global Securities the case may be, and in denominations as (ii) shall be specified as contemplated by Section 2.03not contain terms with respect to transfer restrictions. The Securities of any each series shall be denominated issuable in minimum principal amounts of $200,000 and denominations in integral multiples of $1,000 in excess thereof, or such other denominations, integral multiples and currencies as the Company may designate in a form of Security of such series provided in Annex A, Annex B or an indenture supplemental hereto or Board Resolution establishing Annex C hereto, as the terms thereof, in an aggregate principal amount that shall equal the aggregate principal amount of the Securities that are to be issuedcase may be. The Securities shall be issuable as Registered Securities without coupons. The Securities of each series shall be numbered, lettered, lettered or otherwise distinguished in such manner or in accordance with such plans as the Responsible Officer officers of the Company executing the same may determine, as evidenced by such Responsible Officer’s execution determine with the approval of such Securitiesthe Trustee. Any of the Securities of any series may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, including those required by Section 2.05, or with the rules of the Depositary or any securities market in which the Securities of such series are admitted to trading, or to conform to general usage, or as the Company may determine appropriate to provide notice of any provision of Japanese law or regulation relating to taxation. Each Registered Global Security shall be delivered by the Trustee to and deposited with the Depositary or, pursuant to the Depositary’s instructions, shall be delivered by the Trustee on behalf of the Depositary to and deposited with the Depositary’s custodian, and in either case shall be registered in such name as the Depositary shall specify. Registered Global Securities may be deposited with such other Depositary that is a clearing agency registered under the Exchange Act as the Company may from time to time designate in writing to the Trustee, and shall bear such legend as may be appropriate.
(b) Each Security each series shall be dated the date of its authentication and authentication, shall bear interest from the date, applicable date and shall be payable on the dates, dates specified on the reverse face of the applicable form of SecuritySecurity of such series provided in Annex A, which Annex B or Annex C hereto, as the case may be. Securities of each series offered and sold in reliance on Section 4(2) and Rule 144A shall be specified issued initially in the form of one or more permanent global Securities in registered form, substantially in the form hereinabove recited (each a "Global Security"), deposited with the Trustee, as contemplated custodian for the Depositary, duly executed by Section 2.03.
(c) the Company and authenticated by the Trustee as herein provided. The Person person in whose name any Registered Security of any series is registered at the close of business on any record date Interest Record Date with respect to any interest payment date Interest Payment Date shall be entitled to receive the interest interest, if any, payable on such interest payment date Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to such record date the Interest Record Date and prior to such interest payment dateInterest Payment Date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such seriesInterest Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, shall be paid to the Persons persons in whose names Outstanding outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interestpayment) established by notice given by mail by or on behalf of the Company to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used Every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, with respect to any that portion of such permanent Global Security held for its account by Cede & Co. for the purpose of permitting such party to credit the interest payment date (except a date for payment received by it in respect of defaulted interest) shall have such permanent Global Security to the meaning set forth in the applicable form of reverse accounts of the Securities of any particular series, or, if no such date is so specified, shall be the day five Business Days immediately preceding the applicable interest payment datebeneficial owners thereof.
Appears in 1 contract