Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The Notes may be subject to prepayment at the option of the Holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder prior to its Stated Maturity Date. The Notes may be subject to redemption by the Company on and after their respective Initial Redemption Dates, if any. Initial Redemption Dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no Initial Redemption Dates are indicated for a Note, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Unless otherwise specified in the applicable Note and/or the applicable Pricing Supplement, any notes that are redeemable at the Company’s option may be redeemed only on an Interest Payment Date on or after the Initial Redemption Date.
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Samples: Series L Distribution Agreement (BAC Capital Trust XX)
Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the Holders holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder holder prior to its Stated Maturity Date. The Notes If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be subject to redemption by redeemed at the option of the Company at (i) any time on and after their respective Initial Redemption Datesan initial date specified in the applicable Global Note or the applicable Pricing Supplement, if any. Initial Redemption Dates(ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be fixed at calculated as set forth in the Prospectus. Calculations or other determinations of principal, interest or other amounts payable on the Notes that are indexed notes (as described in the Prospectus), will be made in accordance with the applicable Pricing Supplement for those Notes. At the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and set forth that calculation agent will be identified in the applicable Pricing Supplement. If no Initial Redemption Dates are indicated Exchange Rate for Notes Payable in a NoteCurrency Other Than U.S. Dollars: For Notes payable in a currency other than U.S. dollars, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Unless otherwise specified exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement, any notes that are redeemable at the Company’s option may be redeemed only on an Interest Payment Date on or after the Initial Redemption Date.
Appears in 1 contract
Samples: Written Terms Agreement (Bank of America Corp /De/)
Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The Notes may be subject to prepayment at the option of the Holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder prior to its Stated Maturity Datestated maturity date. The Notes If so specified in, and in accordance with the terms of, the applicable Pricing Supplement, a Note may be subject to redemption by redeemed at the option of the Company at (i) any time on and after their respective Initial Redemption Datesan initial date specified in the applicable Pricing Supplement, if any. Initial Redemption Dates(ii) on any Interest Payment Date on or after an initial date specified in the applicable Pricing Supplement or (iii) on such other date or dates, if any, will be fixed or in such other manner as set forth in the applicable Pricing Supplement for redemption at the time option of sale and the Company (each such date, an “Optional Redemption Date”). If no Optional Redemption Date or Dates are set forth in the applicable Pricing Supplement. If no Initial Redemption Dates are indicated for a Note, then that Note will may not be redeemable redeemed at the option of the Company prior to its Stated Maturity Datestated maturity date. Calculation of Interest: Unless otherwise specified in the applicable Global Note and/or or Master Note and the applicable Pricing Supplement, any notes interest on the Notes will be calculated as set forth in the Prospectus. At the time of the sale of Floating-Rate Notes, the Company will appoint a calculation agent to determine the rates of interest and amount of interest payable for those Floating-Rate Notes, and that are redeemable at calculation agent will be identified in the Company’s option may be redeemed only on an Interest Payment Date on or after the Initial Redemption Dateapplicable Pricing Supplement.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the Holders holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder holder prior to its Stated Maturity Date. The Notes If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, a Note may be subject to redemption by redeemed at the option of the Company at (i) any time on and after their respective Initial Redemption Datesan initial date specified in the applicable Global Note or the applicable Pricing Supplement, if any. Initial Redemption Dates(ii) on any Interest Payment Date on or after an initial date specified in the applicable Global Note or the applicable Pricing Supplement or (iii) on such other date or dates, if any, or in such other manner as set forth in the applicable Global Note or the applicable Pricing Supplement for redemption at the option of the Company (each such date, an “Optional Redemption Date”). Calculation of Interest and Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be fixed at calculated as set forth in the Prospectus. At or prior to the time of the sale of Notes, the Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to that issue of Notes, and set forth that calculation agent will be identified in the applicable Pricing Supplement. If no Initial Redemption Dates Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes that are indicated for registered in the name of DTC (as defined herein) or its nominee and payable in a Notecurrency other than U.S. dollars, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Unless otherwise specified exchange rate agent identified in the applicable Global Note and/or the applicable Pricing Supplement or otherwise identified to holders of the Notes will determine the applicable rate of exchange for payments in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement, any notes that are redeemable at the Company’s option may be redeemed only on an Interest Payment Date on or after the Initial Redemption Date.
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The If so specified in, and in accordance with the terms of, the applicable Global Note or the applicable Pricing Supplement, the Notes may be subject to prepayment at the option of the Holders holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective optional prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no optional prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder holder prior to its Stated Maturity Date. The Notes may be subject to redemption by the Company on Calculation of Interest and after their respective Initial Redemption Dates, if any. Initial Redemption Dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no Initial Redemption Dates are indicated for a Note, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Other Determinations: Unless otherwise specified in the applicable Global Note or the applicable Pricing Supplement, interest on the Notes will be calculated as set forth in the Prospectus. The Company will appoint a calculation agent to determine the applicable calculations and/or determinations relating to certain issues of Notes. The Company may remove and/or appoint different calculation agents from time to time or may elect to act as the calculation agent with respect to a series of Notes. Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars: For Notes that are registered in the name of DTC or its nominee and payable in a currency other than U.S. dollars, the exchange rate agent identified in the applicable Global Note and/or the applicable Pricing Supplement or otherwise identified to holders of the Notes will determine the applicable rate of exchange for payments in U.S. dollars in the circumstances described in the Prospectus, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement. Preparation of Pricing Supplement: If any offer to purchase Notes is accepted by the Company or the Company and the applicable Selling Agents agree to the terms of Notes to be purchased by such Selling Agents as principal pursuant to a Written Terms Agreement or other agreement in accordance with the Distribution Agreement, the Company promptly will prepare a pricing supplement reflecting the terms of such Notes and file such pricing supplement with the SEC in accordance with Rule 424 promulgated under the Securities Act. For any notes Notes represented by a Master Note, the terms of the particular Notes included in the pricing supplement reflecting final terms of such Notes that is prepared by the Company (or its counsel), approved in writing (which written approval may take the form of electronic mail) by the Selling Agent(s) (or their counsel) and filed with the SEC will govern such Notes. Information to be included in the pricing supplement shall include, among other things: • the name of the Company; • the title of the securities, including series designation, if any, and whether the Notes are redeemable senior or subordinated; • the date of the pricing supplement and any applicable prospectus supplement and the dates of the Prospectus and Prospectus Supplement to which the pricing supplement relates; • the name(s) of the Selling Agent(s); • whether the Notes are being sold to the Selling Agent(s) as principal(s) or to an investor or other purchaser through the Selling Agent(s) acting as agent(s) for the Company; • for Notes sold to the Selling Agent(s) as principal(s), whether those Notes will be resold by the Selling Agent(s) to investors and other purchasers (i) at a fixed public offering price of a specified percentage of their principal amount, (ii) at varying prices related to prevailing market prices at the time of resale to be determined by the Selling Agent(s) or (iii) at 100% of their principal amount; • for Notes sold to an investor or other purchaser through the Selling Agent(s) acting as agent(s) for the Company, whether such Notes will be sold at (i) 100% of their principal amount or (ii) at another specified percentage of their principal amount; • the Selling Agent’s option (or Selling Agents’) commission or underwriting discount; • net proceeds to the Company; • the applicable payment terms of the Notes; • the information with respect to the terms of the Notes set forth herein under “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes,” in Procedure “A”; and • any other provisions of or relating to the Notes material to investors or other purchasers of the Notes not otherwise specified in the Prospectus or any applicable prospectus supplement. One copy of such document will be delivered by electronic mail or overnight express (for delivery at least one business day (which, for Notes denominated in U.S. dollars, shall mean a business day in Xxx Xxxx, Xxx Xxxx xxx Xxxxxxxxx, Xxxxx Xxxxxxxx)) prior to the Settlement Date, unless otherwise agreed) to the applicable Selling Agent(s), the applicable Trustee (in its capacity as such and as Issuing and Paying Agent, if applicable) and the applicable Paying Agent (if other than the Trustee) at the following applicable address: if to BofAS, to: BofA Securities, Inc. 0000 Xxxxxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: (000) 000-0000 As shall be provided to counsel for the Company and the applicable Selling Agent(s) from time to time: Name of other Selling Agent(s) Address Attention: Fax: E-mail: if to the Trustee (including in its capacity as Issuing and Paying Agent), to: The Bank of New York Mellon Trust Company, N.A. 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx Fax: (000) 000-0000 E-mail: xxxxx.xxxxx@xxxxxxxxx.xxx For record keeping purposes, one copy of each Pricing Supplement, as so delivered shall also be mailed or sent by electronic transmission as set forth below and to any other Paying Agent as may be redeemed only on an Interest Payment Date on or after the Initial Redemption Date.appointed for a particular issuance of Notes: Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx Fax: (000) 000-0000 E-mail: xxxx.xxxxxxx@xxxxxxxxx.xxx and to: Bank of America Corporation Bank of America Corporate Center NC 1-007-06-10 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28255-0065 Attention: Corporate Treasury—Strategic Asset Liability Management Fax: (000) 000-0000 E-mail: xxxxxxxxxxXxxxxxx@xxxx.xxx and to: McGuireWoods LLP 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 28202 Attention: Xxxxxxx X. Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxxxxxxxx.xxx
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Original Issue Discount Notes. The Company may issue Notes at a price lower than their principal amount or lower than their minimum guaranteed repayment amount at maturity (an “Original Issue Discount Note”). The applicable Note and Pricing Supplement will specify whether the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, the applicable Note will also specify whether the relevant Note is an Original Issue Discount Note. For the avoidance of doubt, a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The Notes may be subject to prepayment at the option of the Holders of the Notes in accordance with the terms of the Notes and the applicable Pricing Supplement on their respective prepayment option dates, if any. Prepayment option dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing SupplementSupplement and in the applicable Note. If no prepayment option dates are indicated for a Note, then that Note may not be prepaid at the option of the Holder prior to its Stated Maturity Date. The Notes may be subject to redemption by the Company on and after their respective Initial Redemption Dates, if any. Initial Redemption Dates, if any, will be fixed at the time of sale and set forth in the applicable Pricing SupplementSupplement and in the applicable Note. If no Initial Redemption Dates are indicated for a Note, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Unless otherwise specified in the applicable Note and/or the applicable Pricing Supplement, any notes that are redeemable at the Company’s option may be redeemed only on an Interest Payment Date on or after the Initial Redemption Date.
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Original Issue Discount Notes. The Company Notes may be issued with original issue Notes discount. A note of this type is issued at a price lower than their its principal amount and may provide for an amount payable upon redemption or lower acceleration of maturity that is less than their minimum guaranteed repayment the note’s stated principal amount. An original issue discount note may also be a zero-coupon note. A note issued at a discount to its principal may be considered for U.S. federal income tax purposes as issued with original issue discount, regardless of the amount at maturity (an “Original Issue Discount Note”)payable upon redemption or acceleration of maturity. The applicable Pricing Supplement pricing supplement will specify whether if your Notes are issued with original issue discount. In such case, see “Tax Consequences—United States Taxation” in the relevant Note is an Original Issue Discount Note. For any Notes that are not represented by a Master Note, accompanying prospectus and the sections describing the tax consequences for the specific terms of your notes in the applicable Note will also specify whether pricing supplement for a brief description of the relevant Note is an Original Issue Discount Note. For the avoidance U.S. federal income tax consequences of doubt, owning a note issued with “de minimis original issue discount” for U.S. federal tax purposes shall . Information in the Pricing Supplement Your pricing supplement will describe all relevant terms of your note not be deemed to be an Original Issue Discount Note. Prepayment/Redemption: The Notes may be subject to prepayment at described in this prospectus supplement or the option accompanying prospectus, including one or more of the Holders following terms of your note: • the stated maturity; • the specified currency or currencies for principal and interest, if not U.S. dollars; • the price at which we originally issue your note, expressed as a percentage of the Notes in accordance with the terms of the Notes principal amount, and the applicable Pricing Supplement on their respective prepayment option datesissue date; • whether your note is a fixed rate note, floating rate note, fixed-to-floating rate note, floating-to-fixed rate note, or some other type of note specified therein; • if any. Prepayment option datesyour note is a fixed rate note, the annual rate at which your note will bear interest, if any, will and the interest payment dates; • if your note is a floating rate note, fixed-to-floating rate note or floating-to-fixed rate note, the interest rate basis, which may be fixed one of the interest rate bases described in “—Interest Rates—Floating Rate Notes” below; any applicable spread or spread multiplier or initial, maximum or minimum rate; and the interest reset, determination, calculation and payment dates, all of which we describe under “—Interest Rates—Floating Rate Notes” below; • if your note is an original issue discount note, the yield to maturity; • if applicable, the circumstances under which your note may be redeemed at our option before the time stated maturity, including any redemption commencement date, redemption price(s) and redemption period(s); • if applicable, the circumstances under which you may demand repayment of sale your note before the stated maturity, including any repayment commencement date, repayment price(s) and repayment period(s); • any special Canadian or U.S. federal income tax consequences of the purchase, ownership or disposition of a particular issuance of notes; • the use of proceeds, if different than those discussed in this prospectus supplement; and • any other terms of your note, which could be different from those described in this prospectus supplement or the accompanying prospectus. Payment at Maturity At maturity, unless otherwise set forth in the applicable Pricing Supplement. If no prepayment option dates are indicated for a Notepricing supplement, then that Note may not be prepaid at you will receive the option principal amount of the Holder prior to its Stated Maturity Date. The Notes may be subject to redemption by the Company on your notes, plus accrued and after their respective Initial Redemption Dates, if any. Initial Redemption Datesunpaid interest, if any, will be fixed at the time of sale and set forth in the applicable Pricing Supplement. If no Initial Redemption Dates are indicated for a Note, then that Note will not be redeemable at the option of the Company prior to its Stated Maturity Date. Unless otherwise specified in the applicable Note and/or the applicable Pricing Supplement, any notes that are redeemable at the Company’s option may be redeemed only on an as described under “—Interest Payment Date on or after the Initial Redemption DatePayments” below.
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Samples: Calculation Agency Agreement (Toronto Dominion Bank)
