XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx Vice President and Treasurer By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxxxx Secretary This is one of the Notes of the series designated herein issued under the Indenture described herein. CITIBANK, N.A., as Trustee By: /s/ Xxxxxx Xxxxxxxx --------------------------- Authorized Officer FORM OF REVERSE OF NOTE This Note is one of a duly authorized issue of a series of debt securities (the "Securities") of the Company, designated as its 6.77% Notes Due 2036 (the "Notes"). The Notes are limited to $300,000,000 aggregate principal amount and the Securities, including the Notes, are all issued or to be issued under and pursuant to the Indenture dated as of February 1, 1991 (herein called the "Indenture"), duly executed and delivered by the Company to Citibank, N.A., as Trustee (herein called the "Trustee"), to which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of the Notes, in the manner and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture with respect to the Notes, or modifying in any manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall (i) extend the maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in any coin or currency other than as provided in the Notes, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a whole or in part, at the option of the Company at any time, at a Redemption Price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus in each case accrued interest to the Redemption Date.
Appears in 1 contract
Samples: Global Note (Lilly Eli & Co)
XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx Vice President and Treasurer ------------------------------------- Name: Title: COUNTERSIGNED: By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxxxx Secretary This is one --------------------------------- Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto________________________________________ 0_______________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the Notes within-named Company, with full power of substitution. Dated: _______________________ Signature _________________________ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the series designated herein issued under National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the Indenture described hereinUnited States. CITIBANK, N.A., as Trustee By: /s/ Xxxxxx Xxxxxxxx --------------------------- Authorized Officer FORM OF REVERSE OF NOTE This Note is one of a duly authorized issue of a series of debt securities (Certificate The undersigned hereby certifies that the "Securities") of the Company, designated as its 6.77% Notes Due 2036 (the "Notes"). The Notes Rights evidenced by this Right Certificate are limited to $300,000,000 aggregate principal amount and the Securities, including the Notes, are all issued not beneficially owned by an Acquiring Person or to be issued under and pursuant to the Indenture dated as of February 1, 1991 (herein called the "Indenture"), duly executed and delivered by the Company to Citibank, N.A., as Trustee (herein called the "Trustee"), to which Indenture and all Board Resolutions an Affiliate or Associate thereof (as defined in the Indenture) as provided therein, reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the NotesRights Agreement). In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, After due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of the Notes, in the manner inquiry and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent best knowledge of the holders of undersigned, the Rights evidenced by this Right Certificate were not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to acquired or changing in any manner beneficially owned by an Acquiring Person or eliminating any of the provisions of the Indenture an Affiliate or of any supplemental indenture with respect Associate thereof. Dated:____________________________ Signature _________________________ The signature to the Notes, or modifying foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in any manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall (i) extend the maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in any coin or currency other than as provided in the Notesevery particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a whole or in part, at the option of the Company at any time, at a Redemption Price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus in each case accrued interest to the Redemption DateRight Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Lilly Eli & Co)
XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxxx --------------------------- ---------------------- Xxxxx X. Xxxxxx ---------------------- Vice President and Treasurer By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------- ---------------------- Xxxxxx X. Xxxxxxxxxx Secretary This is one of the Notes of the series designated herein issued under the Indenture described herein. CITIBANK, N.A., as Trustee By: /s/ Xxxxxx Xxxxxxxx --------------------------- ------------------------ Authorized Officer FORM OF REVERSE OF NOTE This Note is one of a duly authorized issue of a series of debt securities (the "Securities") of the Company, designated as its 6.77% Notes Due 2036 (the "Notes"). The Notes are limited to $300,000,000 aggregate principal amount and the Securities, including the Notes, are all issued or to be issued under and pursuant to the Indenture dated as of February 1, 1991 (herein called the "Indenture"), duly executed and delivered by the Company to Citibank, N.A., as Trustee (herein called the "Trustee"), to which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of the Notes, in the manner and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture with respect to the Notes, or modifying in any manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall (i) extend the maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in any coin or currency other than as provided in the Notes, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a whole or in part, at the option of the Company at any time, at a Redemption Price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus in each case accrued interest to the Redemption Date.
Appears in 1 contract
Samples: Global Note (Lilly Eli & Co)
XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx Vice President and Treasurer ------------------------------------- Name: Title: Attest: By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxxxx Secretary ---------------------------- Name: Title: Exhibit B Form of Right Certificate Certificate No. R- _________ Rights NOT EXERCISABLE AFTER JULY 28, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.005 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Rights Certificate XXX LILLY AND COMPANY This certifies that __________, or registered assigns, is one the registered owner of the Notes number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the series designated herein issued under the Indenture described herein. CITIBANKRights Agreement, N.A.dated as of July 20, as Trustee By: /s/ Xxxxxx Xxxxxxxx --------------------------- Authorized Officer FORM OF REVERSE OF NOTE This Note is one of a duly authorized issue of a series of debt securities 1998 (the "SecuritiesRights Agreement"), between Xxx Xxxxx and Company, an Indiana corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., New York time, on July 28, 2008 at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series B Junior Participating Preferred Stock of the Company, designated as its 6.77% Notes Due 2036 without par value (the "Notes"). The Notes are limited to $300,000,000 aggregate principal amount and the Securities, including the Notes, are all issued or to be issued under and pursuant to the Indenture dated as of February 1, 1991 (herein called the "IndenturePreferred Shares"), duly executed and delivered by the Company to Citibank, N.A., as Trustee at a purchase price of $325 per one one-thousandth of a Preferred Share (herein called the "TrusteePurchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 20, 1998, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, Rights Agreement reference is hereby made for a full description of the rights, limitation limitations of rights, obligations, duties and immunities thereunder hereunder of the TrusteeRights Agent, the Company and holders of the Notes. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount Right Certificates. Copies of the Notes Rights Agreement are on file at the time outstanding may on behalf principal executive offices of the holders of all Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Notes waive any past default under Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the Indenture and its consequencesholder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, except a default in the payment holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of the principal of or interest on any of the Notes, in the manner and whole Rights not exercised. Subject to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture with respect to Rights Agreement, the Notes, or modifying in any manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall Rights evidenced by this Right Certificate (i) extend may be redeemed by the maturity Company at a redemption price of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable in any coin or currency other than as provided in the Notes, without the consent of the holder of each Note so affected, $.005 per Right or (ii) reduce the aforesaid percentage of Notesmay be exchanged, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. The Notes do not have a sinking fund. The Notes will be redeemable as a in whole or in part, for Preferred Shares or shares of the Company's Common Stock, without par value. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the option election of the Company, be evidenced by depositary receipts), but in, lieu thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any timetime be issuable on the exercise hereof, at a Redemption Price equal nor shall anything contained in the Rights Agreement or herein be construed to confer upon the greater of (i) 100% of their principal amount or (ii) the sum holder hereof, as such, any of the present values rights of a stockholder of the remaining scheduled payments Company or any right to vote for the election of principal directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and interest thereon discounted to the date its corporate seal. Dated as of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield_______ __, plus in each case accrued interest to the Redemption Date1998.
Appears in 1 contract
Samples: Rights Agreement (Lilly Eli & Co)
XXX XXXXX AND COMPANY. By: /s/ Xxxxx X. Xxxxxx --------------------------- Xxxxx Name: Xxxxx X. Xxxxxx Vice Xxxxx Title: President and Treasurer CEO By: /s/ Xxxxxx X. Xxxxxxxxxx --------------------------- Xxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Secretary This is one Xxxxxxx Title: President IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the Notes of the series designated herein issued under the Indenture described hereindate first written above. CITIBANK, N.A., as Trustee By: /s/ Xxxxxx Xxxxxxxx --------------------------- Authorized X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer FORM OF REVERSE OF NOTE This Note is one Capitalized terms used in this Annex A but not defined herein have the meanings assigned to such terms in the Agreement and Plan of a duly authorized issue of a series of debt securities Merger (the "Securities"“Agreement”) of which this Annex A is a part. Notwithstanding any other term of the CompanyOffer or the Agreement to the contrary, designated as its 6.77% Notes Due 2036 (Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the "Notes"). The Notes are limited to $300,000,000 aggregate principal amount and the SecuritiesSEC, including Rule 14e-l(c) under the NotesExchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), are all issued or to be issued under and pay for any Shares tendered pursuant to the Indenture dated as Offer, and may delay the acceptance for payment of February 1or, 1991 (herein called the "Indenture"), duly executed subject to any applicable rules and delivered by the Company to Citibank, N.A., as Trustee (herein called the "Trustee"), to which Indenture and all Board Resolutions (as defined in the Indenture) as provided therein, reference is hereby made for a description regulations of the rights, limitation of rights, obligations, duties and immunities thereunder of the TrusteeSEC, the Company and holders of the Notes. In case an Event of Defaultpayment for, as defined in the Indenture, shall have occurred and be continuing with respect to the Notes, the principal hereof may be declaredany tendered Shares, and upon such declaration shall become, due and payable, in the manner, with the effect and (subject to the conditions provided in the Indenture. The Indenture provides that the holders of the majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or interest on any of the Notes, in the manner and to the extent provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with consent of the holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of Agreement) may terminate the Offer and not accept for payment any supplemental indenture with respect to the Notes, or modifying in any manner the rights of the holders of the Notes; provided, however, that no supplemental indenture shall tendered Shares: (i) extend if the maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof or interest thereon payable Agreement has been terminated in any coin or currency other than as provided in the Notes, without the consent accordance with Article 8 of the holder of each Note so affected, Agreement; or (ii) reduce the aforesaid percentage of Notes, the holders of which are required at any scheduled Expiration Date (as it may have been extended pursuant to consent to any such supplemental indenture, without the consent Section 1.1(c) of the holders of all Notes then outstanding. The Notes do Agreement), if (x) the conditions in clauses (a) and (d) below have not have a sinking fund. The Notes will be redeemable as a whole been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or in part, at the option (y) any of the Company at any time, at a Redemption Price equal to the greater of (i) 100% of their principal amount additional conditions set forth below shall not be satisfied or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (the "Redemption Date") on a semiannual basis (assuming a 360- day-year consisting of twelve 30-day months) at the Treasury Yield, plus waived in each case accrued interest to the Redemption Date.writing by Parent:
Appears in 1 contract
