Common use of TERMS OF ISSUE Clause in Contracts

TERMS OF ISSUE. (a) The Securities Administrator shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the provisions of this Agreement. (b) The Securities Administrator shall be entitled to treat a telephone, e-mail or facsimile communication from a person purporting to be (and who the Securities Administrator, after making reasonable investigation, believes in good faith to be) an Authorized Representative as sufficient instruction and authority of the Bank for the Securities Administrator to act in accordance with Section 10(a). (c) Unless otherwise agreed in writing between the Bank and the Securities Administrator, each Note credited to the Securities Administrator's account with DTC following the delivery of a Registered Global Note to a custodian of DTC in accordance with clause (ii) of Section 5(a) shall be held to the order of the Bank. The Securities Administrator shall procure that the principal amount of Notes which the relevant purchaser has agreed to purchase is: (i) debited from the Securities Administrator's account; and (ii) credited to the account of such purchaser with DTC; in each case only upon receipt by the Securities Administrator on behalf of the Bank of the purchase price due from the relevant purchaser with respect to such Notes. (d) If on the relevant settlement date the purchaser does not pay the full purchase price due from it with respect to any Note (the "Defaulted Note") and, as a result, the Defaulted Note remains in the Securities Administrator's account with DTC after such settlement date, the Securities Administrator shall continue to hold the Defaulted Note to the order of the Bank. The Securities Administrator shall notify the Bank promptly of the failure of the purchaser to pay the full purchase price due from it with respect to any Defaulted Note and shall subsequently, unless otherwise instructed by the Bank, notify the Bank promptly upon receipt from the purchaser of the full purchase price with respect to such Defaulted Note.

Appears in 2 contracts

Samples: Note Issuance and Administration Agreement (Merchants Bancorp), Note Issuance and Administration Agreement (Western Alliance Bancorporation)

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TERMS OF ISSUE. (a) The Securities Administrator applicable Registrar and the London Issuing Agent shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the provisions of this Agreementinstructions received by it. (b) The Securities Administrator Subject to the procedures set out in the Procedures Memorandum, the applicable Registrar and the London Issuing Agent shall be entitled to treat a telephone, e-mail telex or facsimile communication from a person purporting to be (and who the Securities Administrator, after making reasonable investigation, believes in good faith to be) an Authorized Representative as sufficient instruction instructions and authority of the Bank for the Securities Administrator applicable Registrar and the London Issuing Agent to act in accordance with Section 10(a12(a). (c) Unless otherwise agreed in writing between the Bank and the Securities Administratorapplicable Registrar or London Issuing Agent, as applicable, each Note credited to the Securities Administrator's applicable Registrar’s or London Issuing Agent’s account with DTC DTC, Euroclear or Clearstream, Luxembourg following the delivery of a Registered Global Note to a custodian of DTC or a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (iiv) of Section 5(a) or the delivery of a Temporary Bearer Global Note to a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (iv) of Section 6(a), as the case may be, shall be held to the order of the Bank. The Securities Administrator applicable Registrar or London Issuing Agent, as applicable, shall procure ensure that the principal amount of Notes which the relevant purchaser has agreed to purchase is: (i) debited from the Securities Administrator's applicable Registrar’s or London Issuing Agent’s account; and (ii) credited to the account of such purchaser with DTCDTC or Euroclear or Clearstream, Luxembourg, as the case may be; in each case only upon receipt by the Securities Administrator applicable Registrar or London Issuing Agent on behalf of the Bank of the full purchase price due from the relevant purchaser with respect to such Notes. (d) If on the relevant settlement date the purchaser does not pay the full purchase price due from it with respect to any Note (the "Defaulted Note") and, as a result, the Defaulted Note remains in the Securities Administrator's applicable Registrar’s or London Issuing Agent’s account with DTC or Euroclear and/or Clearstream, Luxembourg after such settlement date, the Securities Administrator applicable Registrar or London Issuing Agent shall continue to hold the Defaulted Note to the order of the Bank. The Securities Administrator applicable Registrar or London Issuing Agent shall notify the Bank promptly forthwith of the failure of the purchaser to pay the full purchase price due from it with respect to any Defaulted Note and shall subsequently, unless otherwise instructed by the Bank, notify cancel or arrange the cancellation of such Defaulted Note. (e) In the event of an issue of Notes which is to be listed, quoted and/or traded on a Stock Exchange, subject to timely receipt of issuance instructions from the Bank promptly upon receipt from in accordance with the purchaser terms of the full purchase price Procedures Memorandum, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such Defaulted Noteissue, send the Pricing Supplement or Final Terms, as the case may be, with respect to such Notes to the relevant listing agent. The Agents shall take such actions as may be requested from time to time in writing by the Bank or the relevant listing agent to permit the Notes, if applicable, to be listed, quoted and/or traded on such Stock Exchange. (f) The Procedures Memorandum shall not be amended by the Bank without the prior written approval of the relevant Agent or Agents, as applicable.

Appears in 1 contract

Samples: Global Agency Agreement (Suntrust Banks Inc)

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TERMS OF ISSUE. (a) The Securities Administrator Registrar and the London Issuing Agent shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the provisions of this Agreementinstructions received by it. (b) The Securities Administrator Subject to the procedures set out in the Procedures Memorandum, the Registrar shall be entitled to treat a telephone, e-mail or facsimile communication and the London Issuing Agent shall be entitled to treat a facsimile communication from a person purporting to be (and who the Securities Administrator, after making reasonable investigation, believes in good faith to be) an Authorized Representative as sufficient instruction instructions and authority of the Bank Issuer for the Securities Administrator Registrar and the London Issuing Agent to act in accordance with instructions received by it pursuant to Section 10(a). (c) Unless otherwise agreed in writing between the Bank Issuer and the Securities AdministratorGlobal Agent, each Note credited to the Securities Administrator's Global Agent’s account with DTC DTC, or the London Issuing Agent’s accounts with Euroclear or Clearstream following the delivery of a Registered Global Note to a custodian of DTC or a common depositary of Euroclear and Clearstream in accordance with clause (iiv) of Section 5(a) shall be held to the order of the BankIssuer. The Securities Administrator Registrar or the London Issuing Agent, as the case may be, shall procure ensure that the principal amount of Notes which the relevant purchaser has agreed to purchase is: (i) debited from the Securities Administrator's accountaccount of the Registrar or the London Issuing Agent, as the case may be; and (ii) credited to the account of such purchaser with DTCDTC or Euroclear or Clearstream, as the case may be; in each case only upon receipt by the Securities Administrator Registrar or the London Issuing Agent, as the case may be, on behalf of the Bank Issuer of the purchase price due from the relevant purchaser with respect to such Notes. (d) If on the relevant settlement date the purchaser does not pay the full purchase price due from it with respect to any Note (the "Defaulted Note") and, as a result, the Defaulted Note remains in the Securities Administrator's account of the Registrar or the London Issuing Agent, as the case may be, with DTC or Euroclear and/or Clearstream after such settlement date, the Securities Administrator Registrar or the London Issuing Agent, as the case may be, shall continue to hold the Defaulted Note to the order of the BankIssuer. The Securities Administrator Registrar or the London Issuing Agent, as the case may be, shall notify the Bank promptly Issuer forthwith of the failure of the purchaser to pay the full purchase price due from it with respect to any Defaulted Note and shall subsequently, unless otherwise instructed by the BankIssuer, notify the Bank promptly Issuer forthwith upon receipt from the purchaser of the full purchase price with respect to such Defaulted Note. (e) In the event of an issue of Notes which is to be listed on a Stock Exchange, subject to timely receipt of issuance instructions from the Issuer in accordance with the terms of the Procedures Memorandum, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such issue, send the Pricing Supplement with respect to such Notes to the relevant Listing Agent (as defined in Offering Circular). The London Paying Agent or the Luxembourg Paying Agent as the case may be, shall take such actions as may be requested from time to time in writing by the Issuer or the Listing Agent (as defined in the Offering Circular) to permit the Notes, if applicable, to be listed on the Stock Exchange. (f) The Procedures Memorandum shall not be amended by the Issuer without the prior written approval of the NY Paying Agent or the London Paying Agent.

Appears in 1 contract

Samples: Agency Agreement (Bank of America Corp /De/)

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