Terms of the Securities. The Securities have the “Terms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2016 Edition and (ii) the General Definitions Module, July 2016 Edition (the “General Definitions Module”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.
Terms of the Securities. (a) The Securities of each series shall be substantially in the form set forth in a Board Resolution, a Company Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage, all as determined by any of the officers executing such Securities as conclusively evidenced by their execution of such Securities.
(b) The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby.
Terms of the Securities. Section 2.1 Title of the Securities. There shall be a Series of Securities designated the “2.200% Senior Notes due 2030.”
Terms of the Securities. (a) The title of the Securities shall be the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023”;
(b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture;
(c) Principal on the Securities shall be payable on June 15, 2023 (the “Maturity Date”);
(d) The Securities shall be issued in global registered form on June 15, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 15, 2020. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Pay...
Terms of the Securities. The Company and Trustee hereby amend Section 2.01 of the Original Indenture pursuant to Section 9.01(c) of the Original Indenture to add a new paragraph (9) to read as follows:
Terms of the Securities. (a) The Securities and the Coupons, if any, of each series shall be substantially in one of the forms established by or pursuant to a Board Resolution and set forth in an Officers' Certificate or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage, all as determined by the officers executing such Securities and Coupons as conclusively evidenced by their execution of such Securities and Coupons. If the form of a series of Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the form of such series.
(b) The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby.
Terms of the Securities. (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).
(ii) On or prior to the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Private Placement Warrants, including the underlying Securities.
Terms of the Securities. The Securities have the “Te rms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2015 Edition and (ii) the General Definitions Module, July 2015 Edition (the “Ge ne ral Definitions Module ”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.
Terms of the Securities. (i) Each Private Placement Warrant shall have the terms set forth on Exhibit A attached hereto and other customary terms for private placement warrants issued to sponsors of special purpose acquisition companies that will be set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”). The Private Placement Warrants shall be subject to potential forfeiture as set forth on Schedule I attached hereto in connection with the closing of the Public Offering.
(ii) The Class B Shares will be convertible into Class A Shares on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association (the “Articles”) to be adopted in connection with the Public Offering. The Class B Shares shall be subject to forfeiture as set forth on Schedule I attached hereto in connection with the closing of the Public Offering.
(iii) If any Securities are forfeited in accordance with this Section 1(C), then after such time the Purchaser (or its successor in interest) shall no longer have any rights as a holder of such forfeited Securities, and the Company shall take such action as is appropriate to cancel such forfeited Securities.
(iv) In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 1(C), then the Purchaser shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising the Purchaser of such adjustment, following which new certificates (the “New Certificates”), if any, shall be issued in such amount representing the adjusted number of Securities held by the Purchaser. The New Certificates, if any, shall be returned to the Purchaser as soon as practicable. Any such adjustment for any uncertificated Securities held by the Purchaser shall be made in book-entry form.
(v) At the time of the pricing of the Public Offering, the Company, the Purchaser and any other holders of Class B Shares shall enter into a registration rights agreement (the “Registration Rights Agreement”) on customary terms pursuant to which the Company will grant certain registration rights relating to, among others, the Private Placement Warrants, the Class A Shares underlying the Private Placement Warrants and the Class A Shares issuable upon the conversion of the Class B Shares.
(vi) The Purchaser hereby waives any and all rights to redeem the...
Terms of the Securities. Each Placement Warrant shall have the terms set forth in the Warrant Agreement. The parties acknowledge that the Units (including the underlying securities) will have identical terms to the SCALE units offered in the IPO, except that: (i) for so long as the Units are held by the Sponsor, the Company’s officers or directors (or its or their permitted transferees within the meaning of Section 9(c) of the Insider Letter (“Permitted Transferees”)) may not, subject to certain exceptions in the Registration Rights Agreement, be transferred, assigned or sold until the expiration of the Private Placement Unit Lock-up Period (as defined in the Insider Letter); (ii) for so long as the Placement Shares are held by the Sponsor, the Company’s officers or directors (or its or their Permitted Transferees), the Placement Shares will be entitled to registration rights pursuant to the Registration Rights Agreement and may not, subject to certain exceptions in the Registration Rights Agreement, be transferred, assigned or sold until the expiration of the Private Placement Unit Lock-up Period; and (iii) for so long as the Placement Warrants are held by the Sponsor, the Company’s officers or directors (or its or their Permitted Transferees), the Placement Warrants will not be redeemable, may not (including the Warrant Shares), subject to certain exceptions in the Registration Rights Agreement, be transferred, assigned or sold until the expiration of the Private Placement Unit Lock-up Period, may be exercised on a cashless basis and will be entitled to registration rights pursuant to the Registration Rights Agreement.
