Definitions and Terms Section 1.1
Amounts and Terms Section 1.1 [Reserved]
Title and Terms; Payments The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture (the “Initial Notes”) is initially limited to $350,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.09, 2.11, or 3.07. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee for authentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided, however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any such Additional Notes will have a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notes must be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section 2.14, the date from which interest will initially accrue and the date of the first interest payment) as the Initial Notes; (3) the Trustee must receive an Officer’s Certificate to the effect that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of this paragraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) the Trustee must receive an Opinion of Counsel which shall state (a) that the form of such Additional Notes has been established by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 and in conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance with this Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed and delivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Notes shall be known and designated as the “2.25% Convertible Senior Notes due 2020” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture. The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.
Amounts and Terms of the Purchases SECTION 2.01.
Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.
DEMISE AND TERM Sublessor hereby leases to Subtenant, and Subtenant hereby hires from Sublessor, that certain portion of the second floor of the Demised Premises (herein called the “Subleased Premises”) as more particularly identified on Exhibit A annexed hereto and forming a part hereof) in the building located at 200 Xxxxxx Xxxxxx, Purchase, New York (“Building”). The term of this Sublease shall be for a period of two (2) Lease Years (as such term is hereinafter defined), such term commencing on the date that the Sublessor (or its counsel) advises Subtenant (or its counsel) in writing that the Landlord under the Main Lease has consented to this Sublease (herein called the “Commencement Date”), and ending and expiring (the “Expiration Date”) at 11:59 P.M. on the last day of the second Lease Year, unless sooner terminated as herein provided. Subtenant unconditionally acknowledges and agrees that it shall have no option or right to extend or renew the term of the Sublease beyond the Expiration Date of the Sublease, and on such date, or such sooner date if the Sublease shall be sooner terminated in accordance with its terms or at law, Subtenant shall at its sole cost and expense vacate the Subleased Premises and deliver unencumbered, vacant and broom-clean possession of the Subleased Premises to Sublessor, ordinary wear and tear excepted, and shall at its sole cost and expense on or prior to such date remove therefrom any and all of its personal property, trade fixtures and furnishings (other than the Furniture (as defined in Article 35 hereof)) located therein. Possession of the Subleased Premises shall be delivered in broom clean condition by Sublessor to Subtenant on the Commencement Date. The first “Lease Year” of this Sublease shall commence on the Commencement Date of this Sublease and shall end with the expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to have the period end at the expiration of the calendar month, and the second “Lease Year” shall run concurrently with the next succeeding period of twelve (12) calendar months. Subtenant shall, at Sublessor’s option, within fifteen (15) days of written request made by Sublessor to Subtenant, execute the certificate (the “Commencement Date Certificate”) annexed hereto as Exhibit B certifying the Commencement Date and Expiration Date of this Sublease, and such dates shall be deemed conclusive for purposes of this Article and this Sublease. The failure by Subtenant to so execute the Commencement Date Certificate in good faith by the date so specified above shall constitute a default by Subtenant under this Sublease.
Amounts and Terms of Loans 2 1.1 Loans...........................................................................................2 1.2
Position and Term Upon execution of this Employment Agreement and in accordance with the terms herein, the Company hereby employs Employee to serve as a PRESIDENT, and Employee accepts such position. Employee understands and acknowledges that employment with the Company is for an unspecified duration and constitutes "at-will" employment. Employee also understands that any statement or representation to the contrary is unauthorized and not valid unless obtained in writing and signed by an officer of the Company. Employee acknowledges that employment relationships with the Company may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or Employee, with or without notice. Employee further agrees that any employee handbooks or policies shall not be construed to create binding contractual commitments on behalf of Company.
Amendment of Terms of Rights The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person).
Amounts and Terms of the Loans 2.1 Commitments 12 2.2 Note 12 2.3 Principal Payments; Maturity of Loans 13 2.4 Interest 13 2.5 Fees 15 2.6 Termination or Reduction of Commitments 15 2.7 General Provisions as to Payments 15 2.8 Disbursement of Loan Proceeds 15 2.9 Use of Proceeds 15 2.10 Taxes 15 2.11 Illegality 16
