Securities Issuable in Series. Hungary may issue notes, bonds, debentures and/or other debt securities (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). The aggregate principal amount of the Debt Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement. For the avoidance of doubt, as used herein, the terms “Series” and “Securities of a Series” shall mean the Debt Securities evidencing a particular issue of indebtedness by Hungary. The Securities of a Series may have such letters, numbers or other marks of identification or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”), as conclusively evidenced by his execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this Agreement. All Securities of a particular Series shall be otherwise substantially identical except as to denomination as provided herein. The Securities of a Series will be issued in the form of one or more fully registered global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will be deposited with, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”) and registered in the name of Cede & Co., the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities of a Series, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:
Appears in 1 contract
Samples: Fiscal Agency Agreement (Hungary)
Securities Issuable in Series. Hungary (a) Portugal may issue its notes, bonds, debentures and/or or other debt securities evidences of indebtedness (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). The aggregate principal amount of the Debt Securities of all Series which may be outstanding at any time is unlimited. The text of the Securities of a Series delivered to the Fiscal Agent (as hereinafter defined) for authentication on original issuance pursuant to Section 3 of this Agreement shall establish (i) the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series); (ii) any limit upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or of the Securities of such Series); (iii) the date or dates on which the principal and premium, if any, of the Securities of such Series is payable; (iv) the rate or rates at which the Securities of such Series shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of holders of the Securities of such Series to whom interest is payable; (v) the place or places where the principal of, and premium, if any, and interest on the Securities of such Series is payable; (vi) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be outstanding redeemed, in whole or in part, at the option of Portugal or otherwise; (vii) the obligation, if any, of Portugal to redeem, purchase or repay Securities of such Series pursuant to any time is not limited by this Agreement. For sinking fund or analogous provisions and the avoidance of doubt, as used hereinprice or prices at which, the period or periods within which, and the terms “and conditions upon which Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (viii) the denominations in which Securities of such Series shall be issuable; (ix) whether the Securities of such Series shall be in fully registered form without interest coupons; (x) the form in which the Securities will be issued, including whether any part or all of the Securities will be issued in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary for the global securities and the terms of the depositary system, (xi) any covenants or agreements of Portugal and events which give rise to the right of a holder of a Security of such Series to accelerate the maturity of such Security; (xii) whether collective action clauses apply to the securities, and (xiii) any other terms of the Securities of such Series” . Securities will be issued in fully registered form without interest coupons unless otherwise provided in the text of the Securities, in which case Portugal and “the Fiscal Agent may agree upon additional provisions relating to exchanges of temporary global bearer securities for definitive securities and additional paying agents located outside the United States.
(b) The Securities of a Series to be issued in fully registered form without interest coupons will be issuable in the denominations specified in the text of the Securities of such Series” , substantially in the form of Exhibit A hereto (“registered Securities”). In addition, the Securities of a Series may be issued in such other form or forms as shall mean be established in or pursuant to an order of the Debt Securities evidencing a particular issue Instituto de Gestão do Crédito Público of indebtedness by Hungarythe Republic of Portugal. The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of such order, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”)officials executing such Securities, as conclusively evidenced by his their execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this AgreementSecurities. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided herein. The .
(c) Subject to Section 3(d) of this Agreement, until definitive Securities of a Series will shall be issued prepared, Portugal may execute, and there shall be authenticated and delivered, in accordance with the form provisions of one Section 3 of this Agreement (in lieu of definitive Securities of such Series), temporary printed Securities of such Series substantially of the tenor above referred to. Such temporary Securities of a Series shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities of such Series, except as provided herein or more fully therein. Temporary registered global debt securities Securities shall be exchangeable at the corporate trust office of the Fiscal Agent (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations or at such other office as shall be specified in the Global Debt Securities, which will be deposited with, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”) and registered in the name of Cede & Co., the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants text of such systems, or indirectly through organizations which are participants in temporary Securities) for definitive Securities of such systems. Euroclear Series when the latter shall be ready for delivery; and Clearstream will hold interests on behalf upon the surrender for exchange at said respective offices of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the temporary Securities of a Series, the Global Debt Securities may Portugal, at its own expense, shall execute and there shall be transferredauthenticated and delivered, in whole and not accordance with the provisions of Section 5 of this Agreement, in part, only to another nominee exchange of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the temporary Securities of a Series represented by the Global Debt a like aggregate principal amount of definitive Securities for all purposes under this Agreement. Except as provided in Condition 8 of such Series of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive appropriate form and will not denomination. Temporary Securities shall be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:appropriately legended.
Appears in 1 contract
Securities Issuable in Series. Hungary Securities may be issued hereunder in one or more series, each series (a "Series") having identical terms but for authentication date and public offering price. Securities of any one Series need not be issued at the same time and, unless specifically provided otherwise, a Series may be reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Securities issued hereunder shall be issued pursuant to authority granted by or pursuant to a Board Resolution and, prior to the issue notes, bonds, debentures and/or other debt securities (each a “Debt Security,” and collectively, hereunder of the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “first Securities of a Series”, the Company shall set forth in a Directors' Certificate, or establish in one or more indentures supplemental hereto, the following terms which shall be applicable to such Series:
(1) the title, including CUSIP number, of the Series (which shall distinguish the Securities of such Series from all other Securities). The ;
(2) any limit upon the aggregate principal amount of the Debt Securities of all such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or for replacement of, or in lieu of, other Securities of the Series pursuant to Sections 2.7, 2.8, 2.11, 8.5 or 9.6);
(3) the date or dates on which may the principal of the Securities of the Series are payable;
(4) the rate or rates, or the method of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be outstanding payable and the record dates for the determination of Holders to whom interest is payable;
(5) the place or places where the principal of, and interest on Securities of the Series shall be payable;
(6) the obligation, if any, of the Company to redeem, purchase or repay the Securities of such Series pursuant to any right to do so contained in the Securities or pursuant to sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(7) the denominations in which the Securities of such Series shall be issuable, if other than integral multiples of $1,000;
(8) if other than the principal amount thereof, the portion of the principal amount of the Securities of such Series which shall be payable upon the declaration of acceleration of the maturity thereof pursuant to Section 5.2;
(9) any time is Events of Default or covenants with respect to the Securities of such Series, if not limited by set forth in this Agreement. For Indenture;
(10) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;
(11) the avoidance stock exchanges, if any, on which the Securities will be listed and related information;
(12) any applicable restrictions on the transfer of doubtany of the Securities of such Series;
(13) if other than the currency of the United States of America, as used hereinthe currency, currencies or currency units in which the principal of or interest, if any, on any Securities of the Series shall be payable and the manner of determining the equivalent thereof in the currencies of the United States of America for any purpose;
(14) if applicable, the terms “Series” and “of any right to convert Securities of a Series” shall mean the Debt Securities evidencing a particular issue of indebtedness by Hungary. The Series into, or to exchange Securities of a the Series may have such lettersfor, numbers shares of Common Stock or other marks of identification securities or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with property;
(15) Whether the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”), as conclusively evidenced by his execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this Agreement. All Securities of a particular Series shall be otherwise substantially identical except as to denomination as provided herein. The Securities of a Series will be issued in whole or in part in the form of one or more fully registered global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will be deposited withthe Depository for the Series, or on behalf of, if other than The Depository Trust Company (the “Depository” or “DTC”) its successors, and registered any circumstances in addition to or in lieu of those set forth in Section 2.7 in which any Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Cede & Co., the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in Persons other than the Depository for such Global Security or a nominee thereof; and
(“participants”16) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Indenture). Investors will hold interests All Securities of any one Series shall be substantially identical except as to denomination and except as may otherwise be provided in the Global Debt or pursuant to such Directors' Certificate. Additional Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants same Series may be issued subsequent to the original issue date of any Securities of such systems, or indirectly through organizations which are participants in Series (hereinafter called "Additional Securities") following the receipt of the Trustee of a Directors' Certificate pertaining to such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositariesAdditional Securities, which in turn Directors' Certificate will hold identify the Series to which such interests in customers’ securities accounts in such depositaries’ names on Additional Securities belongs and the books of the Depository. Except as set forth in Condition 8 issue date and aggregate principal amount of the Securities of a such Additional Securities. Any such Additional Securities shall be issued on original issue as provided in Section 2.3. Additional Securities, together with each prior and subsequent Securities of the same Series, shall constitute one and the Global Debt Securities may be transferred, in whole and not in part, only to another nominee same Series of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:Indenture.
Appears in 1 contract
Samples: Indenture (Calpine Capital Trust Iv)
Securities Issuable in Series. Hungary (a) Portugal may issue its notes, bonds, debentures and/or or other debt securities evidences of indebtedness (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). The aggregate principal amount of the Debt Securities of all Series which may be outstanding at any time is unlimited. The text of the Securities of a Series delivered to the Fiscal Agent (as hereinafter defined) for authentication on original issuance pursuant to Section 3 of this Agreement shall establish (i) the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series); (ii) any limit upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or of the Securities of such Series); (iii) the date or dates on which the principal and premium, if any, of the Securities of such Series is payable; (iv) the rate or rates at which the Securities of such Series shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of holders of the Securities of such Series to whom interest is payable; (v) the place or places where the principal of, and premium, if any, and interest on the Securities of such Series is payable; (vi) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be outstanding redeemed, in whole or in part, at the option of Portugal or otherwise; (vii) the obligation, if any, of Portugal to redeem, purchase or repay Securities of such Series pursuant to any time is not limited by this Agreement. For sinking fund or analogous provisions and the avoidance of doubt, as used hereinprice or prices at which, the period or periods within which, and the terms “and conditions upon which Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (viii) the denominations in which Securities of such Series shall be issuable; (ix) whether the Securities of such Series shall be in fully registered form without interest coupons; (x) any covenants or agreements of Portugal and events which give rise to the right of a holder of a Security of such Series to accelerate the maturity of such Security; and (xi) any other terms of the Securities of such Series” . Securities will be issued in fully registered form without interest coupons unless otherwise provided in the text of the Securities, in which case Portugal and “the Fiscal Agent may agree upon additional provisions relating to exchanges of temporary global bearer securities for definitive securities and additional paying agents located outside the United States.
(b) The Securities of a Series to be issued in fully registered form without interest coupons will be issuable in the denominations specified in the text of the Securities of such Series” , substantially in the form of Exhibit A hereto (“registered Securities”). In addition, the Securities of a Series may be issued in such other form or forms as shall mean be established in or pursuant to an order of the Debt Securities evidencing a particular issue Instituto de Gestão do Crédito Público of indebtedness by Hungarythe Republic of Portugal. The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of such order, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”)officials executing such Securities, as conclusively evidenced by his their execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this AgreementSecurities. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided herein. The .
(c) Subject to Section 3(d) of this Agreement, until definitive Securities of a Series will shall be issued prepared, Portugal may execute, and there shall be authenticated and delivered, in accordance with the form provisions of one Section 3 of this Agreement (in lieu of definitive Securities of such Series), temporary printed Securities of such Series substantially of the tenor above referred to. Such temporary Securities of a Series shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities of such Series, except as provided herein or more fully therein. Temporary registered global debt securities Securities shall be exchangeable at the corporate trust office of the Fiscal Agent (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations or at such other office as shall be specified in the Global Debt Securities, which will be deposited with, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”) and registered in the name of Cede & Co., the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants text of such systems, or indirectly through organizations which are participants in temporary Securities) for definitive Securities of such systems. Euroclear Series when the latter shall be ready for delivery; and Clearstream will hold interests on behalf upon the surrender for exchange at said respective offices of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the temporary Securities of a Series, the Global Debt Securities may Portugal, at its own expense, shall execute and there shall be transferredauthenticated and delivered, in whole and not accordance with the provisions of Section 5 of this Agreement, in part, only to another nominee exchange of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the temporary Securities of a Series represented by the Global Debt a like aggregate principal amount of definitive Securities for all purposes under this Agreement. Except as provided in Condition 8 of such Series of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive appropriate form and will not denomination. Temporary Securities shall be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:appropriately legended.
Appears in 1 contract
Securities Issuable in Series. Hungary (a) The Issuer may issue its notes, bonds, debentures and/or other debt securities unsecured evidences of indebtedness in fully registered form (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”) that are entitled to the benefit of this Agreement. All Securities will constitute policy finance bonds under the KoFC Act and will be the direct, unconditional, unsecured and unsubordinated general obligations of the Issuer. Each Series will rank pari passu with each other Series, without any preference one over the other by reason of priority of date of issue or currency of payment or otherwise, and at least equally with all other outstanding unsecured and unsubordinated obligations of the Issuer (subject to certain statutory exceptions under the laws of the Republic of Korea). The aggregate principal amount of the Debt Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement. For .
(b) There shall be established by or pursuant to action of the avoidance board of doubtdirectors of the Issuer and the relevant officer of the Issuer as validly delegated by the board of directors of the Issuer in accordance with the internal regulations of the Issuer, prior to the issuance of Securities of any particular Series:
(i) the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series);
(ii) the limit, if any, upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or the Securities of such Series);
(iii) the form of the Securities as used hereinshall be established in or pursuant to the Authorization (as defined below), and the terms upon which Securities of such Series in one form may be exchanged for Securities of such Series in another form, if at all;
(iv) whether the Securities of such Series shall be issued in whole or in part in the form of one or more permanent global Securities (each a “permanent global Security”) and, in such case, the terms depositary for such permanent global Security or Securities (the “Series” U.S. Depositary”), which U.S. Depositary must be a clearing agency registered under the Securities Exchange Act of 1934 and “any other applicable statute or regulation;
(v) special provisions, if any, with respect to Securities of such Series issued in the form of one or more permanent global Securities;
(vi) the date or dates (or manner of determining the same) on which the principal of (and premium, if any, on) the Securities of such Series is payable (which, if so provided in such action, may be determined by the Issuer from time to time and set forth in the Securities of a Series issued from time to time) and the record dates, if any, for the determination of holders of the Securities of such Series to whom such principal (and premium, if any) is payable;
(vii) the rate or rates at which the Securities of such Series shall bear interest, if any, or the manner in which such rate or rates will be determined, the date or dates from which any such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates, if any, for the determination of holders of the Securities of such Series to whom any such interest is payable (which, in each case if so provided in such action, may be determined by the Issuer from time to time and set forth in the Securities of a Series issued from time to time);
(viii) the place or places where the principal of (and premium, if any) and any interest on the Securities of such Series are payable, where any Securities of such Series may be surrendered for registration of transfer, where Securities of such Series may be surrendered for exchange and where notices and demands to or upon the Issuer in respect of the Securities of such Series may be served;
(ix) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be redeemed, whether in whole or in part, at the option of the Issuer, the holders of Securities of such Series” , or otherwise;
(x) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of such Series pursuant to any sinking fund or analogous provisions and the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series shall mean be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(xi) the Debt denomination or denominations in which Securities evidencing of such Series shall be issuable;
(xii) all covenants or agreements of the Issuer and any events which give rise to the right of the holder of a particular issue Security of indebtedness such Series to accelerate the maturity of such Security;
(xiii) if other than the principal amount thereof, the portion of the principal amount of Securities of such Series which shall be payable upon such acceleration of maturity, upon redemption or otherwise, or the manner in which such portion will be determined;
(xiv) the coin or currency or composite currency in which principal (and premium, if any) and/or any interest are payable, or the manner in which such coin, currency or composite currency will be determined;
(xv) the person to whom any interest shall be payable if other than the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the record date for such interest and the manner in which such interest shall be payable;
(xvi) the obligation, if any, of the Issuer to pay additional amounts in respect of principal of (and premium, if any) and any interest on Securities of such Series, and the circumstances under which any such obligation shall arise;
(xvii) if the principal of (and premium, if any) or interest on Securities of the Series are to be payable, at the election of the Issuer or a Holder thereof, in a currency or composite currency other than that in which the Securities are denominated or payable without such election, the periods within which and the terms and conditions upon which such election may be made and the time and the manner of determining the exchange rate between the currency or composite currency in which the Securities are denominated or payable without such election and the currency or composite currency in which the Securities are to be paid if such election is made;
(xviii) if the amount of payments of principal of (and premium, if any) or interest on the Securities of the Series may be determined with reference to an index including, but not limited to, an index based on a currency or composite currency or currencies or composite currencies other than that in which the Securities are payable, the manner in which such amounts shall be determined; and
(xix) any other terms of the Securities of such Series. The above-mentioned action by Hungarythe board of directors of the Issuer and the relevant officer of the Issuer as validly delegated by the board of directors of the Issuer in accordance with the internal regulations of the Issuer is herein referred to as the “Authorization”. Securities may be issuable pursuant to warrants (if so provided in the text of such Securities) and the Fiscal Agent may act as warrant agent or in any similar capacity in connection therewith.
(c) The Securities of a Series will be issued in registered form without coupons and will be issuable in the denominations specified in the Authorization. In addition to, or in lieu of, the form attached as Exhibit A hereto, the Securities of a Series may be issued in such other form or forms as shall be established in or pursuant to the Authorization. All Securities shall be executed manually or in facsimile on behalf of the Issuer by the President of the Issuer, notwithstanding that such officer of the Issuer shall have ceased, for any reason, to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of any such Security. The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of the Authorization, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory the President of Hungary (the “Authorized Signatory”)Issuer, as conclusively evidenced by his execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this AgreementSecurities. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided hereinherein or in the Authorization. The If the Authorization pursuant to Section 1(b) provides for the issuance of one or more permanent global Securities, each such permanent global Security shall, in addition to any other provisions specified by the Authorization, bear a legend relating to limitations on the transferability of such permanent global Security in such form as may be required by the U.S. Depositary.
(d) If the Issuer shall establish pursuant to Section 1(b) that the Securities of a Series will are to be issued in whole or in part in the form of one or more fully registered permanent global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section and upon the order of the Issuer with respect to such Series, authenticate and deliver one or more permanent global Securities that (i) shall represent and shall be deposited withdenominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such Series to be represented by such global Security or Securities, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”ii) and shall be registered in the name of Cede & Co.the U.S. Depositary for such global Security or Securities or the nominee of such U.S. Depositary, (iii) shall be delivered by the Fiscal Agent to such U.S. Depositary or pursuant to the U.S. Depositary’s instruction and (iv) shall bear the legend referred to in Section 1(c) above. The U.S. Depositary may be treated by the Issuer, the Depository’s nomineeFiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of such permanent global Security for all purposes whatsoever. Beneficial interests in Notwithstanding the Global Debt Securities will be represented through book-entry accounts foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of financial institutions acting on behalf of beneficial owners the Issuer or the Fiscal Agent from giving effect to any written certification, proxy or other authorization furnished by a U.S. Depositary or impair, as direct between a U.S. Depositary and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator the operation of customary practices governing the exercise of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities rights of a Series, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:any Security.
Appears in 1 contract
Securities Issuable in Series. Hungary (a) Securities may be issued hereunder in one or more series. The Securities of each series (a "Series") shall have identical terms but for authentication date, public offering price, denomination and, in the case of Additional Securities, issue notesdate. Securities of any one Series need not be issued at the same time and, bondsunless specifically provided otherwise, debentures and/or other debt securities (each a “Debt Security,” and collectivelySeries may be reopened, without the “Debt Securities”) in separate series consent of the Holders, from time to time for issuances of additional Securities of such Series.
(each such series b) Securities issued hereunder shall be issued pursuant to authority granted by or pursuant to a Board Resolution and, prior to the issue hereunder of Debt Securities being hereinafter referred to as a “Series” or the “first Securities of a Series”, the Company shall set forth in a Directors' Certificate and deliver such Directors' Certificate to the Trustee, or establish in one or more indentures supplemental hereto, such of the following terms as shall be applicable to such Series:
(i) the title, including CUSIP number and, if applicable, ISIN and Common Code numbers, of the Series (which shall distinguish the Securities of such Series from all other Securities). The ;
(ii) any limit upon the aggregate principal amount of the Debt Securities of all such Series which may be authenticated and delivered under this Agreement Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or for replacement of, or in lieu of, other Securities of that Series pursuant to Sections 2.7, 2.8, 2.11, 8.5 or 9.6);
(iii) the date or dates on which may the principal of the Securities of the Series are payable;
(iv) the rate or rates, or the method of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be outstanding payable and the record dates for the determination of Holders to whom interest is payable;
(v) the place or places where the principal of, and interest on Securities of the Series shall be payable;
(vi) the right or obligation, if any, of the Company to redeem, purchase or repay the Securities of such Series pursuant to any right to do so contained in the Securities or pursuant to sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(vii) the denominations in which the Securities of such Series shall be issuable;
(viii) if other than the principal amount thereof, the portion of the principal amount of the Securities of such Series which shall be payable upon the declaration of acceleration of the maturity thereof pursuant to Section 5.2;
(ix) any time is Events of Default or covenants with respect to the Securities of such Series, if not limited set forth in this Indenture;
(x) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;
(xi) the stock exchanges or securities associations, if any, on which the Securities will be listed or quoted and related information, including the office or agency appointed by this Agreement. For the avoidance Company pursuant to Sections 2.4(a) and 3.2 and any Paying Agent or Registrar appointed pursuant to the requirements of doubtsuch stock exchange or securities association;
(xii) any applicable restrictions on the transfer of any of the Securities of such Series;
(xiii) if other than the currency of the United States of America, as used hereinthe currency, currencies or currency units in which the principal of or interest, if any, on any Securities of the Series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose;
(xiv) if applicable, the terms “Series” and “of any right or obligation to convert Securities of a Series” shall mean the Debt Securities evidencing a particular issue of indebtedness by Hungary. The Series into, or to exchange Securities of a the Series may have such lettersfor, numbers shares of Common Stock or other marks securities or property;
(xv) whether the Securities of identification the Series are subject to defeasance under Section 7.4, including any modification of the provisions of Sections 7.4, 7.5, 7.6, 7.7 or endorsements not referred to herein placed thereon 7.8, or such other means of satisfaction and discharge as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”), as conclusively evidenced by his execution of such Series. The Securities of specified for a Series may also have such additional provisions, omission, variations in addition to or substitutions as are not inconsistent with in lieu of the provisions of this Agreement. All Section 7.1, 7.2 or 7.3;
(xvi) whether the Securities of a particular the Series shall be otherwise substantially identical except as to denomination as provided herein. The Securities of a Series will be issued in whole or in part in the form of one or more fully registered global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will be deposited withthe Depository for the Series, or on behalf of, if other than The Depository Trust Company (the “Depository” or “DTC”) its successors, and registered any circumstances in addition to or in lieu of those set forth in Section 2.7 in which any Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Cede & Co.Persons other than the Depository for such Global Security or a nominee thereof;
(xvii) the subordination provisions that will apply to the Securities if different from the provisions of Article 10 hereof;
(xviii) procedures, if any, for the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf transfer of beneficial owners as direct and indirect participants interest in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities of that Series that are different from, or in addition to, the procedures set forth herein; and
(xix) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Indenture).
(c) Additional Securities of the same Series may be issued from time to time subsequent to the original issue date of any Securities of such Series (hereinafter called "Additional Securities") following the receipt by the Trustee of a Directors' Certificate pertaining to such Additional Securities, which Directors' Certificate will identify the Series to which such Additional Securities belongs and the issue date and aggregate principal amount of such Additional Securities. Any such Additional Securities shall be issued on original issue as provided in Section 2.3. Additional Securities, together with each prior and subsequent Securities of the same Series, shall constitute one and the Global Debt Securities may be transferred, in whole and not in part, only to another nominee same Series of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:Indenture.
Appears in 1 contract
Securities Issuable in Series. Hungary (a) The Issuer may issue its notes, bonds, debentures and/or other debt securities unsecured evidences of indebtedness in fully registered form (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”) that are entitled to the benefit of this Agreement. All Securities will constitute policy finance bonds under the KoFC Act and will be the direct, unconditional, unsecured and unsubordinated general obligations of the Issuer. Each Series will rank pari passu with each other Series, without any preference of one over the other by reason of priority of date of issue or currency of payment or otherwise, and at least equally with all other outstanding unsecured and unsubordinated obligations of the Issuer (subject to certain statutory exceptions under the laws of the Republic of Korea). The aggregate principal amount of the Debt Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement. For .
(b) There shall be established by or pursuant to action of the avoidance Financial Services Commission of doubtthe Republic of Korea (the “FSC”) and the relevant officer of the Issuer as validly delegated in accordance with the KoFC Act and the internal regulations of the Issuer, prior to the issuance of Securities of any particular Series:
(i) the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series);
(ii) the limit, if any, upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or the Securities of such Series);
(iii) the form of the Securities as used hereinshall be established in or pursuant to the Authorization (as defined below), and the terms upon which Securities of such Series in one form may be exchanged for Securities of such Series in another form, if at all;
(iv) whether the Securities of such Series shall be issued in whole or in part in the form of one or more permanent global Securities (each a “permanent global Security”) and, in such case, the terms depositary for such permanent global Security or Securities (the “Series” U.S. Depositary”), which U.S. Depositary must be a clearing agency registered under the Securities Exchange Act of 1934 and “any other applicable statute or regulation;
(v) special provisions, if any, with respect to Securities of such Series issued in the form of one or more permanent global Securities;
(vi) the date or dates (or manner of determining the same) on which the principal of (and premium, if any, on) the Securities of such Series is payable (which, if so provided in such action, may be determined by the Issuer from time to time and set forth in the Securities of a Series issued from time to time) and the record dates, if any, for the determination of holders of the Securities of such Series to whom such principal (and premium, if any) is payable;
(vii) the rate or rates at which the Securities of such Series shall bear interest, if any, or the manner in which such rate or rates will be determined, the date or dates from which any such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates, if any, for the determination of holders of the Securities of such Series to whom any such interest is payable (which, in each case if so provided in such action, may be determined by the Issuer from time to time and set forth in the Securities of a Series issued from time to time);
(viii) the place or places where the principal of (and premium, if any) and any interest on the Securities of such Series are payable, where any Securities of such Series may be surrendered for registration of transfer, where Securities of such Series may be surrendered for exchange and where notices and demands to or upon the Issuer in respect of the Securities of such Series may be served;
(ix) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be redeemed, whether in whole or in part, at the option of the Issuer, the holders of Securities of such Series” , or otherwise;
(x) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of such Series pursuant to any sinking fund or analogous provisions and the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series shall mean be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(xi) the Debt denomination or denominations in which Securities evidencing of such Series shall be issuable;
(xii) all covenants or agreements of the Issuer and any events which give rise to the right of the holder of a particular issue Security of indebtedness such Series to accelerate the maturity of such Security;
(xiii) if other than the principal amount thereof, the portion of the principal amount of Securities of such Series which shall be payable upon such acceleration of maturity, upon redemption or otherwise, or the manner in which such portion will be determined;
(xiv) the coin or currency or composite currency in which principal (and premium, if any) and/or any interest are payable, or the manner in which such coin, currency or composite currency will be determined;
(xv) the person to whom any interest shall be payable if other than the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the record date for such interest and the manner in which such interest shall be payable;
(xvi) the obligation, if any, of the Issuer to pay additional amounts in respect of principal of (and premium, if any) and any interest on Securities of such Series, and the circumstances under which any such obligation shall arise;
(xvii) if the principal of (and premium, if any) or interest on Securities of the Series are to be payable, at the election of the Issuer or a Holder thereof, in a currency or composite currency other than that in which the Securities are denominated or payable without such election, the periods within which and the terms and conditions upon which such election may be made and the time and the manner of determining the exchange rate between the currency or composite currency in which the Securities are denominated or payable without such election and the currency or composite currency in which the Securities are to be paid if such election is made;
(xviii) if the amount of payments of principal of (and premium, if any) or interest on the Securities of the Series may be determined with reference to an index including, but not limited to, an index based on a currency or composite currency or currencies or composite currencies other than that in which the Securities are payable, the manner in which such amounts shall be determined; and
(xix) any other terms of the Securities of such Series. The above-mentioned action by Hungarythe FSC and the relevant officer of the Issuer as validly delegated in accordance with the KoFC Act and the internal regulations of the Issuer is herein referred to as the “Authorization”. Securities may be issuable pursuant to warrants (if so provided in the text of such Securities) and the Fiscal Agent may act as warrant agent or in any similar capacity in connection therewith.
(c) The Securities of a Series will be issued in registered form without coupons and will be issuable in the denominations specified in the Authorization. In addition to, or in lieu of, the form attached as Exhibit A hereto, the Securities of a Series may be issued in such other form or forms as shall be established in or pursuant to the Authorization. All Securities shall be executed manually or in facsimile on behalf of the Issuer by the President of the Issuer, notwithstanding that such officer of the Issuer shall have ceased, for any reason, to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of any such Security. The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of the Authorization, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory the President of Hungary (the “Authorized Signatory”)Issuer, as conclusively evidenced by his execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this AgreementSecurities. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided hereinherein or in the Authorization. The If the Authorization pursuant to Section 1(b)(i) provides for the issuance of one or more permanent global Securities, each such permanent global Security shall, in addition to any other provisions specified by the Authorization, bear a legend relating to limitations on the transferability of such permanent global Security in such form as may be required by the U.S. Depositary.
(d) If the Issuer shall establish pursuant to Section 1(b)(i) that the Securities of a Series will are to be issued in whole or in part in the form of one or more fully registered permanent global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section and upon the order of the Issuer with respect to such Series, authenticate and deliver one or more permanent global Securities that (i) shall represent and shall be deposited withdenominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such Series to be represented by such global Security or Securities, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”ii) and shall be registered in the name of Cede & Co.the U.S. Depositary for such global Security or Securities or the nominee of such U.S. Depositary, (iii) shall be delivered by the Fiscal Agent to such U.S. Depositary or pursuant to the U.S. Depositary’s instruction and (iv) shall bear the legend referred to in Section 1(c) above. The U.S. Depositary may be treated by the Issuer, the Depository’s nomineeFiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of such permanent global Security for all purposes whatsoever. Beneficial interests in Notwithstanding the Global Debt Securities will be represented through book-entry accounts foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of financial institutions acting on behalf of beneficial owners the Issuer or the Fiscal Agent from giving effect to any written certification, proxy or other authorization furnished by a U.S. Depositary or impair, as direct between a U.S. Depositary and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator the operation of customary practices governing the exercise of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities rights of a Series, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:any Security.
Appears in 1 contract
Securities Issuable in Series. Hungary (a) The Corporation may issue its notes, bonds, debentures and/or or other debt securities evidences of indebtedness (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). All Securities will be direct, unconditional, unsecured and general obligations of the Corporation and each Series will rank pari passu with all other Series. The aggregate principal amount of the Debt Securities of all Series which may be outstanding at any time is unlimited. The text of the Securities of a Series delivered to the Fiscal Agent (as hereinafter defined in Section 2) for authentication on original issuance pursuant to Section 3 shall establish (i) the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series or identify such Securities as part of a previously issued Series); (ii) any limit upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or the Securities of such Series); (iii) the date or dates on which the principal of and premium, if any, on the Securities of such Series are payable and the record date or dates for the determination of holders of the Securities of such Series to whom such principal and premium, if any, is payable; (iv) the rate or rates at which the Securities of such Series shall bear interest, if any, or the manner in which such rate or rates will be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of holders of the Securities of such Series to whom such interest is payable; (v) the place or places where, and currencies in which, the principal of and any premium and interest on the Securities of such Series is payable; (vi) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be outstanding redeemed, in whole or in part, at any time is not limited by this Agreement. For the avoidance option of doubtthe Corporation or otherwise; (vii) the obligation, as used hereinif any, of the Corporation to redeem, purchase or repay Securities of such Series and the price or prices at which and the period or periods within which and the terms “and conditions upon which Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (viii) the denominations in which Securities of such Series shall be issuable; (ix) whether any Securities of such Series are to be issuable initially in temporary global form or issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security of such Series may exchange such interests for Definitive Securities of such Series of like tenor of any other authorized form and denomination and the circumstances under which any such exchanges may occur; (x) any covenants or agreements of the Corporation and events, if any, which give rise to the right of a holder of a Security of such Series to accelerate the maturity of such Security; (xi) procedures relating to the transferability of the Securities for fully paid domestic inscribed stock of the Corporation; and (xii) any other terms of the Securities of such Series” and “. All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided herein.
(b) The Securities of a Series to be issued in registered form without coupons will be issuable in the denominations specified in the text of the Securities of such Series” , substantially in the form of Exhibit A hereto. In addition to, or in lieu of, the form attached hereto, the Securities of a Series (including any Temporary Global Security permitted by Section 1(c) or any permanent global Security) may be issued in such other form or forms as shall mean be established in or pursuant to the Debt Securities evidencing a particular issue order of indebtedness the Corporation signed by Hungarythe Under Treasurer or Acting Under Treasurer of the State of Queensland, Commonwealth of Australia or such other person as the Under Treasurer or Acting Under Treasurer of the State of Queensland, Commonwealth of Australia appoints in writing (“Authorized Official”). The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of such order, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined and provided by an authorized signatory the officials of Hungary (the “Authorized Signatory”), Corporation executing such securities as conclusively evidenced by his their execution of such Series. The Securities.
(c) Until Definitive Securities of a Series shall be prepared, the Corporation may also have such additional provisionsexecute, omissionand there shall be authenticated and delivered, variations or substitutions as are not inconsistent in accordance with the provisions of this Agreement. All Section 3 (in lieu of Definitive Securities of a particular such Series), Temporary Securities of such Series shall be which are printed, typewritten or otherwise produced, in any authorized denominations, substantially identical except as to denomination as provided hereinof the tenor of the Definitive Securities in lieu of which they are issued. The Such Temporary Securities of a Series will (including interests in any Temporary Global Security) shall be subject to the same limitations and conditions and entitled to the same rights and benefits as Definitive Securities of such Series, except as provided herein or therein. Temporary Securities of a Series shall be exchangeable for Definitive Securities of such Series when the latter shall be ready for delivery; and upon the surrender for exchange of such Temporary Securities of a Series, the Corporation, at its own expense, shall execute and there shall be authenticated and delivered, in accordance with the provisions of Section 5 and 6, in exchange for such Securities of a Series a like aggregate principal amount of Definitive Securities of such Series of the appropriate form, maturity and denomination.
(d) This Section 1(d) shall apply only to global Securities of a Series deposited with or on behalf of a depositary located in the United States (a “U.S. Depositary”), except as may otherwise be provided in a Corporation Order (as defined in Section 3). Notwithstanding clause (ix) of Section 1(a), any such Security of a Series issuable in global form shall represent such of the outstanding Securities of such Series as shall be specified therein and may provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced to reflect transfers of Securities for domestic inscribed stock of the Corporation pursuant to the terms thereof. If the Corporation shall establish in a Corporation Order that the Securities of a Series are to be issued in whole in the form of one or more fully registered global debt securities Securities deposited with or on behalf of a U.S. Depositary, then the Corporation shall execute and the Authenticating Agent (as defined in Section 2) shall, in accordance with this Section (1)(d) and the “Global Debt Securities”) Corporation Order with respect to such Series, authenticate and deliver one or more global Securities in substantially in the form of Exhibit I B hereto and in denominations specified in or such other form as may be established pursuant to the Global Debt Securities, which will Corporation Order that (i) shall be deposited with, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”) and registered in the name of Cede & Co.the U.S. Depositary for such global Security or Securities or the nominee of such U.S. Depositary, (ii) shall be delivered by the DepositoryAuthenticating Agent to such U.S. Depositary or pursuant to such U.S. Depositary’s nominee. Beneficial interests instruction and (iii) except as otherwise provided in the Global Debt Securities will be represented through book-entry accounts Corporation Order shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of financial institutions acting on behalf [insert name and address of beneficial owners as direct Depositary] to the Corporation or its agent for registration of transfer, exchange or payment, and indirect participants any certificate issued is registered in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator name of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants [insert name of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities of a Series, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee of the Depository Depositary] or to a successor such other name as requested by an authorized representative of the Depository or its nominee. So long as the Depository or its [insert name of nominee is of Depositary], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner hereof, [insert name of nominee of Depositary], has an interest herein”. Members of, or participants in, a U.S. Depositary (“Agent Members”) shall have no rights under this Amended and Restated Fiscal Agency Agreement with respect to any global Security held on their behalf by a U.S. Depositary or under the global Security, and such U.S. Depositary may be treated by the Corporation, the Fiscal Agent, and any agent of the Global Debt Securities, Corporation or the Depository or such nominee, Fiscal Agent as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities such global Security for all purposes under this Agreementwhatsoever. Except Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Fiscal Agent, or any agent of the Corporation or the Fiscal Agent, from giving effect and the Corporation and the Fiscal Agent will, subject to applicable laws, give effect to any written certification, proxy or other authorization furnished by a U.S. Depositary as provided in Condition 8 Section 5(b) or impair, as between a U.S. Depositary and its Agents Members, the operation of customary practices governing the exercise of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities rights of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery holder of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:any Security.
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Securities Issuable in Series. Hungary (a) Securities may be issued hereunder in one or more series. The Securities of each series (a "Series") shall have identical terms but for authentication date, public offering price, denomination and, in the case of Additional Securities, issue notesdate. Securities of any one Series need not be issued at the same time and, bondsunless specifically provided otherwise, debentures and/or other debt securities (each a “Debt Security,” and collectivelySeries may be reopened, without the “Debt Securities”) in separate series consent of the Holders, from time to time for issuances of additional Securities of such Series.
(each such series b) Securities issued hereunder shall be issued pursuant to authority granted by or pursuant to a Board Resolution and, prior to the issue hereunder of Debt Securities being hereinafter referred to as a “Series” or the “first Securities of a Series”, the Company shall set forth in a Directors' Certificate and deliver such Directors' Certificate to the Trustee, or establish in one or more indentures supplemental hereto, such of the following terms as shall be applicable to such Series:
(i) the title, including CUSIP number and, if applicable, ISIN and Common Code numbers, of the Series (which shall distinguish the Securities of such Series from all other Securities). The ;
(ii) any limit upon the aggregate principal amount of the Debt Securities of all such Series which may be authenticated and delivered under this Agreement Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or for replacement of, or in lieu of, other Securities of that Series pursuant to Sections 2.7, 2.8, 2.11, 8.5 or 9.6);
(iii) the date or dates on which may the principal of the Securities of the Series are payable;
(iv) the rate or rates, or the method of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be outstanding payable and the record dates for the determination of Holders to whom interest is payable;
(v) the place or places where the principal of, and interest on Securities of the Series shall be payable;
(vi) the right or obligation, if any, of the Company to redeem, purchase or repay the Securities of such Series pursuant to any right to do so contained in the Securities or pursuant to sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Securities of such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(vii) the denominations in which the Securities of such Series shall be issuable;
(viii) if other than the principal amount thereof, the portion of the principal amount of the Securities of such Series which shall be payable upon the declaration of acceleration of the maturity thereof pursuant to Section 5.2;
(ix) any time is Events of Default or covenants with respect to the Securities of such Series, if not limited set forth in this Indenture;
(x) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series;
(xi) the stock exchanges or securities associations, if any, on which the Securities will be listed or quoted and related information, including the office or agency appointed by this Agreement. For the avoidance Company pursuant to Sections 2.4(a) and 3.2 and any Paying Agent or Registrar appointed pursuant to the requirements of doubtsuch stock exchange or securities association;
(xii) any applicable restrictions on the transfer of any of the Securities of such Series;
(xiii) if other than the currency of the United States of America, as used hereinthe currency, currencies or currency units in which the principal of or interest, if any, on any Securities of the Series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose;
(xiv) if applicable, the terms “Series” and “of any right or obligation to convert Securities of a Series” shall mean the Debt Securities evidencing a particular issue of indebtedness by Hungary. The Series into, or to exchange Securities of a the Series may have such lettersfor, numbers shares of Common Stock or other marks securities or property;
(xv) whether the Securities of identification the Series are subject to defeasance under Section 7.4, including any modification of the provisions of Sections 7.4, 7.5, 7.6, 7.7 or endorsements not referred to herein placed thereon 7.8, or such other means of satisfaction and discharge as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary (the “Authorized Signatory”), as conclusively evidenced by his execution of such Series. The Securities of specified for a Series may also have such additional provisions, omission, variations in addition to or substitutions as are not inconsistent with in lieu of the provisions of this Agreement. All Section 7.1, 7.2 or 7.3;
(xvi) whether the Securities of a particular the Series shall be otherwise substantially identical except as to denomination as provided herein. The Securities of a Series will be issued in whole or in part in the form of one or more fully registered global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will be deposited withthe Depository for the Series, or on behalf of, if other than The Depository Trust Company (the “Depository” or “DTC”) its successors, and registered any circumstances in addition to or in lieu of those set forth in Section 2.7 in which any Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Cede & Co.Persons other than the Depository for such Global Security or a nominee thereof;
(xvii) the subordination provisions, if any, that will apply to the Depository’s nominee. Beneficial interests in subordinated debt Securities;
(xviii) procedures, if any, for the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf transfer of beneficial owners as direct and indirect participants interest in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities of a Seriesthat Series that are different from, or in addition to, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee procedures set forth herein; and
(xix) any other terms of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will (which terms shall not be entitled to have Securities inconsistent with the provisions of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:Indenture).
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Securities Issuable in Series. Hungary The Republic may issue notes, bonds, debentures and/or other debt securities (each a “Debt Security,” and collectively, the “Debt Securities”) in separate series from time to time (each such series of Debt Securities being hereinafter referred to as a “Series” or the “Securities of a Series”). The aggregate principal amount of the Debt Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement. For the avoidance of doubt, as used herein, the terms “Series” and “Securities of a Series” shall mean the Debt Securities evidencing a particular issue of indebtedness by Hungarythe Republic. The Securities of a Series may have such letters, numbers or other marks of identification or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by an authorized signatory of Hungary the Republic (the “Republic Authorized Signatory”), as conclusively evidenced by his execution of such Series. The Securities of a Series may also have such additional provisions, omission, variations or substitutions as are not inconsistent with the provisions of this Agreement. All Securities of a particular Series shall be otherwise substantially identical except as to denomination as provided herein. The Securities of a Series will be issued in the form of one or more fully registered global debt securities (the “Global Debt Securities”) substantially in the form of Exhibit I hereto and in denominations specified in the Global Debt Securities, which will be deposited with, or on behalf of, The Depository Trust Company (the “Depository” or “DTC”) and registered in the name of Cede & Co., the Depository’s nominee. Beneficial interests in the Global Debt Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository (“participants”). Investors will hold interests in the Global Debt Securities through the Depository or its participants, including Euroclear Bank S.A./N.V., Brussels Office, as operator of the Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), if they are participants of such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’ names on the books of the Depository. Except as set forth in Condition 8 of the Securities of a Series, the Global Debt Securities may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. So long as the Depository or its nominee is the registered owner of the Global Debt Securities, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Securities of a Series represented by the Global Debt Securities for all purposes under this Agreement. Except as provided in Condition 8 of the Global Debt Securities, owners of beneficial interests in the Global Debt Securities will not be entitled to have Securities of a Series represented by the Global Debt Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities of a Series in definitive form and will not be considered the owners or holders thereof under this Agreement. The Global Debt Securities delivered to the Fiscal Agent for authentication on original issuance pursuant to Section 5 hereof shall include the following, to the extent applicable to the Securities of a Series:
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