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. (a) The Debentures shall bear interest at the rate of 12% per annum from the Issue Date until December 31, 2019, after which the Debentures shall bear interest at a rate of 10% per annum, in accordance with Section 2.9.
(b) Interest shall be payable in equal (with the exception of the first interest payment, which will include interest from and including the Issue Date of the Debentures as set forth below) semi- annual payments, in arrears, on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the Issue Date of the Debentures to, but excluding, December 31, 2019, which will be equal to $139.73 for each $1,000 principal amount of Debentures.
(c) For certainty, Debentureholders that redeem any Debentures before December 31, 2019 shall forego any accrued interest thereon and be entitled to redeem only the then-outstanding principal amount of the Debentures.
(d) Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The record dates for the payment of interest on the Debentures will be June 15 and December 15 in each year (or the first Business Day prior to such date if such date is not a Business Day). If the Corporation is required to withhold or deduct any Indemnified Taxes from an amount payable by it in respect of any Debentures, then, notwithstanding any other term of this Indenture (i) the Corporation will pay on behalf of each holder such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount the holder would have received if such Indemnified Taxes had not been withheld or deducted, (ii) the Corporation shall make such deductions and (iii) the Corporation shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Notwithstanding the foregoing, no Additional Amounts will be payable to a holder (an “...
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.
2.5.2 All the Debentures and all monies payable thereon shall, as between the Debenture Holders, rank pari passu without any preference or priority whatsoever.
2.5.3 The Debentures Holders shall be paid the various monies payable to them in accordance with this Deed and other Debenture Documents and without prejudice to the aforesaid the Debenture Holders shall be paid the Amounts Due on the Debenture Payment Dates. All payments to be made by the Issuer to any Debenture Holders under the Debenture Documents are exclusive of all Taxes, other than any Taxes on income which income taxes may be deducted at source if required under Applicable Law, provided that the Issuer delivers to the Debenture Holders and Debenture Trustee tax withholding or tax deduction certificates in respect of such withholding or deduction within 30 (thirty) days from the end of the relevant quarter in which such withholding/deduction was made, evidencing that such amounts have been paid to/deposited with the relevant Governmental Authority. If such certificates are not provided/delivered on or before the expiry of the aforementioned period, then such deducted sums shall be considered as not having been paid. Provided that a Debenture Holder may seek an exemption from tax deduction at source or seek a lower rate of tax deduction at source on payments required to be made to such Debenture Holder under the Debenture Documents (save for interest payable on application money received), if applicable, by furnishing the relevant exemption/remission certificate/document at the office of the Registrar to the Issue and to the Issuer at least 30 (thirty) days before the relevant Debenture Payment Date and if required, annually thereafter and/or at such other intervals as may be required by the Issuer. Provided further that the Debenture Holders seeking an exemption from tax deduction at source or seeking a lower rate of tax deduction at source with...
Terms of Debentures. The COMPANY will issue the Debentures in accordance with the terms of Annex I attached hereto.
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. 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 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 SECTION 4.01 Special Event Redemption 17 SECTION 4.02 Optional Redemption by Company 17 SECTION 4.03 Notice of Redemption 17 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 SECTION 6.01 Extension of Interest Payment Period 22 SECTION 6.02 Notice of Extension 23 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 SECTION 8.01 Events of Default 41 SECTION 8.02 Applicability of Certain Other Provisions 42 SECTION 9.01 Applicability of Certain Provisions 42 SECTION 10.01 Applicability of Certain Provisions 42 SECTION 11.01 Applicability of Certain Provisions 42 SECTION 12.01 Scope of this Third Supplemental Indenture 42 SECTION 12.02 Ratification of Base Indenture 43 SECTION 12.03 Trustee Not Responsible for Recitals 43 SECTION 12.04 Separability 43 SECTION 12.05 Counterparts 43 SECTION 12.06 Governing Law 43 EXHIBIT A: Form of Initial Debentures THIRD SUPPLEMENTAL ...
Terms of Debentures. The following terms relating to the Debentures are hereby established:
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. 8 2.3 Form of Debentures.....................................................8 2.4
