Terms of Debentures. The Debentures authorized for issue immediately shall be designated as “7.5% Convertible Unsecured Debentures”, and shall be subject to the following terms and conditions:
Terms of Debentures. 2.5.1 The terms and conditions pertaining to the Debentures contained in this Deed, the Information Memorandum and the other Debenture Documents (“Terms of the Debentures”) shall be binding on the Company and the Company covenants to the Debenture Holders and all Persons claiming by, through or under any of them that they shall comply with the Terms of the Debentures in a strict manner. The Debenture Trustee shall be entitled to enforce the obligations of the Company under or pursuant hereto and thereto in accordance with the terms hereof and thereof.
Terms of Debentures. The COMPANY will issue the Debentures in accordance with the terms of Annex I attached hereto.
Terms of Debentures. The Debentures shall be dated September 16, 2005, shall bear interest (“Interest”) from that date at the rate of 4.70% per annum calculated and payable semi-annually in arrears (after as well as before maturity and after as well as before default with interest on overdue interest at the said rate) on March 16 and September 16 in each year (each an “Interest Payment Date”), commencing March 16, 2006 and shall mature on September 16, 2015. Interest for the period from September 16, 2005 to March 16, 2006 will be $23.50 for each $1,000 principal amount of Debentures. The record date for the payment of Interest shall be the close of business on the tenth Business Day preceding the relevant Interest Payment Date. The Company, at least two Business Days prior to an Interest Payment Date, shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to registered holders of Debentures, post-dated cheques for interest due thereon (less any tax required by law to be deducted or withheld) payable to the order of the registered holders thereof and negotiable on the Interest Payment Date. The Company may, at its option, cause the amount of such interest to be paid to one or more registered holders thereof by way of electronic transfer of funds, with any such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for interest on such Debentures to the extent of the sums represented thereby (plus the amount of any tax deducted or withheld as aforesaid) unless, in the case of a cheque, such cheque shall not be paid on presentation. The Company upon maturity of the Debentures shall deliver or cause to be delivered by prepaid mail, by courier or by an employee of the Company to the registered holders thereof, cheques for such principal amount due, payable to the order of the registered holders thereof and negotiable on the date of the maturity of the Debentures. The Company may, at its option, cause the amount of any such interest or principal payment to be paid to the registered holders of Debentures by way of electronic transfer of funds, with such transfer to be made no later than 11:30 a.m. (Toronto time) on the date of such payment. The delivery of such cheques or electronic transfer of funds shall satisfy and discharge the liability for principal on such Debentures to the extent of the sums repr...
Terms of Debentures. Pursuant to Sections 201 and 301 of the Indenture, there is hereby established a series of Securities, the terms of which shall be as follows:
Terms of Debentures. The COMPANY will issue the Debentures in accordance with the terms of ANNEX I attached hereto.
Terms of Debentures. The Debentures when issued to Buyer pursuant to this Agreement shall be in the form of Annex I attached hereto.
Terms of Debentures. 9 2.3 Forms and Signature of Debentures.................................................................... 9 2.4
Terms of Debentures. SECTION 2.01 Designation of Debentures; Aggregate Principal Amount 9 SECTION 2.02 Form of Debentures 9 SECTION 2.03 Global Security 9 SECTION 2.04 Applicability of Certain Provisions 10 SECTION 2.05 Interest and Contingent Interest 10 SECTION 2.06 Tax Treatment of Debentures 12 SECTION 2.07 Payment of Interest or Contingent Interest 12 SECTION 2.08 Register of Securities; Paying Agent; Conversion Agent 13 SECTION 2.09 Calculations in Respect of the Debentures 13 SECTION 2.10 Form 13 ARTICLE III ADDITIONAL COVENANTS APPLICABLE TO THE DEBENTURES SECTION 3.01 Offer to Repurchase Upon Change of Control 13 SECTION 3.02 Restrictions on Certain Payments 14 SECTION 3.03 Covenants as to Omnicare Capital Trust II 15 SECTION 3.04 Payment of Expenses 16 ARTICLE IV REDEMPTION OF DEBENTURES SECTION 4.01 Special Event Redemption 17 SECTION 4.02 Optional Redemption by Company 17 SECTION 4.03 Notice of Redemption 17 ARTICLE V SUBORDINATION OF DEBENTURES SECTION 5.01 Agreement to Subordinate 17 SECTION 5.02 Default on Senior Indebtedness 18 SECTION 5.03 Liquidation; Dissolution; Bankruptcy 19 SECTION 5.04 Subrogation 20 SECTION 5.05 Trustee to Effectuate Subordination 20 SECTION 5.06 Notice by the Company 21 SECTION 5.07 Rights of the Trustee; Holders of Senior Indebtedness 21 SECTION 5.08 Subordination May Not Be Impaired 22 ARTICLE VI EXTENSION OF INTEREST PAYMENT PERIOD SECTION 6.01 Extension of Interest Payment Period 22 SECTION 6.02 Notice of Extension 23 ARTICLE VII CONVERSION OF DEBENTURES SECTION 7.01 Conversion Rights 24 SECTION 7.02 Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends 26 SECTION 7.03 Cash Payments in Lieu of Fractional Shares 28 SECTION 7.04 [Intentionally Omitted.] 29 SECTION 7.05 Adjustment of Conversion Price 29 SECTION 7.06 Effect of Reclassification, Consolidation, Merger or Sale 37 SECTION 7.07 Taxes on Shares Issued 38 SECTION 7.08 Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock 38 SECTION 7.09 Responsibility of Trustee. 39 SECTION 7.10 Notice to Holders Prior to Certain Actions 40 ARTICLE VIII DEFAULTS SECTION 8.01 Events of Default 41 SECTION 8.02 Applicability of Certain Other Provisions 42 ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER SECTION 9.01 Applicability of Certain Provisions 42 ARTICLE X NO SINKING FUND; NO GUARANTEES SECTION 10.01 Applicability of Certain Provisions 42 ARTICLE XI LEGAL DEFEASANCE SECTION...
Terms of Debentures. (a) The aggregate principal amount of Debentures authorized to be issued under this Trust Indenture shall be limited to Cdn. $10,000,000.
