Form of Terms Agreement Sample Clauses

Form of Terms Agreement. KeyCorp (An Ohio corporation) [Senior Medium-Term Notes, Series O] [Subordinated Medium-Term Notes, Series P] TERMS AGREEMENT , 20[ ] Attention: Re: Distribution Agreement dated June [ ], 2017 (the “Distribution Agreement”) Subject to the Distribution Agreement, [the undersigned agrees to purchase the following principal amount of Notes: [each of the undersigned purchasers agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $ [ ] [Agent] $ [ ] [Agent] $ [ ] Total $ [ ] Title: Principal Amount: Specified Currency: [Initial Public Offering Price: [Initial]* Interest Rate: [Index Maturity:]* [Interest Rate Basis:]* [Maximum Interest Rate:]* [Minimum Interest Rate:]* [Interest Determination Dates:]* [Interest Reset Dates:]* [Interest Payment Dates: Maturity Date:] [Spread:]* [Spread Multiplier:]* [Interest Period:]* [Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]* Purchase Price: % Price to Public: % Time of Delivery and Time and Place: Redemption Provisions, if any: Initial Redemption Date[s]: Additional Redemption Dates: Initial Redemption Percentage: Additional Redemption Percentage Reduction: [Currency of denomination:]** [Denominations:]** [Currency of payment:]** [Original Issue Discount Note:] [Initial Accrual Period OID:] [Other provisions:] Exceptions, if any, to Section 4(i) of the Distribution Agreement: The Applicable Time means [a.m./p.m.] (Eastern time) on . [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
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Form of Terms Agreement. COMPANY [•] Attention: As Representatives of the several Underwriters Ladies and Gentlemen: [•], an [•] corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement attached hereto (the “Underwriting Agreement”) to issue and sell to the Underwriters named in Schedule A hereto (the “Underwriters”) the Securities specified herein (the “Designated Securities”). The Representatives of the several Underwriters named in this Terms Agreement shall be deemed to be “Representatives” under the Underwriting Agreement. Except to the extent amended hereby, each of the provisions of the Underwriting Agreement are incorporated herein by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth below, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule A hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Terms Agreement. ISSUER: [•].
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Form of Terms Agreement. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
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Form of Terms Agreement. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions.
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Form of Terms Agreement. M&T Bank Corporation, a New York corporation [Senior Medium-Term Notes, Series A] [Subordinated Medium-Term Notes, Series B] [ % [Senior]/[Subordinated] Notes due , 20 ] TERMS AGREEMENT As of , 20 Attention: Re: Distribution Agreement, dated as of September 22, 2023 (the “Distribution Agreement”), between M&T Bank Corporation (the “Company”) and the other parties named therein, in connection with the distribution of Medium-Term Notes of the Company. Subject to the Distribution Agreement, [the undersigned Agent agrees to purchase the following principal amount of Notes: [each of the undersigned Agents (collectively, the “Underwriters”) agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $[ ] [Agent] $[ ] [Agent] $[ ] Total $[ ] ] The terms of the Notes are set forth in the term sheet attached as an Annex hereto. The Applicable Time means [a.m./p.m.] (Eastern time) on 20 . Purchase price to the Underwriters is % of the principal amount of Notes. The Time of Delivery will be [9:30 a.m.], New York City time, on , 20 , or at such other time and date as the Company and the undersigned Agent[s] may agree upon in writing. [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
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Related to Form of Terms Agreement

  • Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor’s Agreement documents shall not become part of TIPS’s Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • FORM OF JOINDER AGREEMENT JOINDER AGREEMENT

  • Appointment of Manager as Selling Agent; Terms Agreement For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of selling the Shares of the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that, whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2 of this Agreement.

  • Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Amendment of Terms a) In accordance with the School Boards Collective Bargaining Act, the central terms of this agreement, excepting term, may be amended at any time during the life of the agreement upon mutual consent of the central parties and agreement of the Crown.

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” C. As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. D. Sections 7 and 8 shall survive termination of this Agreement.

  • EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of September 8, 2006 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until February 2, 2013 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

  • Item Agreement As negotiated items are agreed upon, they shall be reduced to writing and initialed by the chief negotiator of each party. Such initialing shall be construed as tentative agreement by both parties on that item or issue, subject to finalization by ratification by the membership of the Association and adoption by the Board.

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