Common use of EXCHANGE NOTICE Clause in Contracts

EXCHANGE NOTICE. being the bearer of this Permanent Global Instrument at the time of its deposit with the Fiscal Agent at its specified office for the purposes of the Instruments, hereby exercises the option set out above to have this Permanent Global Instrument exchanged in whole or in part for Instruments in [definitive/registered form/[ ] in aggregate principal amount of Instruments in definitive form and [ ] in aggregate principal amount of Instruments in registered form]* and directs that such Instruments in definitive form be made available for collection by it from the Fiscal Agent’s specified office and that such Instruments in registered form be made available in accordance with the terms and conditions applicable to the Instruments represented hereby and the Fiscal Agency Agreement. By: (duly authorised) * Delete and complete, as appropriate SCHEDULE 3 THE THIRD SCHEDULE FORM OF DEFINITIVE INSTRUMENT (“ISMA” FORMAT) [On the face of the Instrument:] [<9999999+AAXXXXXXXXX9+XX+999999>] [Denomination] THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [ABB INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)] [ABB FINANCE INC. (incorporated in the State of Delaware with limited liability)] [ABB CAPITAL B.V. (incorporated in The Netherlands with limited liability and having its statutory domicile at Amsterdam)] [Aggregate principal amount of Tranche] [Title of Instruments] [ ] (the “Issuer”) for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto] [and the pricing supplement referred to therein and prepared in relation to the Instruments (“Pricing Supplement”)] to pay to the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement](18) or on such earlier date as the same may become payable in accordance therewith the principal amount of: [denomination in words and numerals] [(, in the case of payment on such earlier date, as reduced from time to time in accordance with such terms and conditions)](19) or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount

Appears in 1 contract

Samples: Supplemental Fiscal Agency Agreement (Abb LTD)

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EXCHANGE NOTICE. being the bearer of this Permanent Global Instrument Note at the time of its deposit with the Fiscal Principal Paying Agent at its specified office for the purposes of the InstrumentsNotes, hereby exercises the option set out above to have this Permanent Global Instrument Note exchanged in whole or for [Notes in part for Instruments in [definitive/registered form/[ ] in aggregate principal amount of Instruments Notes in definitive form and [ ] in aggregate principal amount of Instruments Notes in registered form]* ] and directs that such Instruments Notes in definitive form be made available for collection by it from the Fiscal Principal Paying Agent’s specified office and that such Instruments Notes in registered form be made available in accordance with the terms and conditions applicable to the Instruments Registered Notes represented hereby and the Fiscal Paying Agency Agreement. .................................................................. By: (duly authorised) * Delete THE SCHEDULE Payments, Delivery of Definitive Notes and/or Registered Notes, further exchanges of the Temporary Global Note and completeCancellation of Notes Date of payment, delivery, further exchange of Temporary Global Note or cancellation Amount of interest then paid Amount of principal or, as appropriate SCHEDULE 3 the case may be, redemption amount then paid Aggregate principal amount of Definitive or Registered Notes then delivered Aggregate principal amount of further exchanges of Temporary Global Note Current principal amount of this Global Note Authorised Signatures THE THIRD SCHEDULE FORM OF DEFINITIVE INSTRUMENT Form of Definitive Note (“ISMA” FORMATformat) PART A 1[This Note constitutes 2[[commercial paper]/[a shorter/a longer] term debt security] issued in accordance with regulations made under section 4 of the Banking Xxx 0000. The issuer of this Note is [NAME OF ISSUER], which is not an authorised institution or a European authorised institution (as such terms are defined in the Banking Xxx 0000 (Exempt Transactions) Regulations 1997). Repayment of the principal and payment of any interest or premium in connection with this Note have been guaranteed by 3 [ ], [which is not] [none of which is] an authorised institution or a European authorised institution.] [On the face of the InstrumentNotes:] [<9999999+AAXXXXXXXXX9+XX+999999>] [Denomination] [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS INSTRUMENT HAS NOT BEEN AND OBLIGATION WILL NOT BE REGISTERED SUBJECT TO LIMITATIONS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TOINCOME TAX LAWS, OR FOR INCLUDING THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT LIMITATIONS PROVIDED IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS SECTIONS 165(j) AND 1287(a) OF THE SECURITIES ACTINTERNAL REVENUE CODE.]4 [By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code of the United States and the regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in Section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).]5 1 Unless otherwise permitted, text to be included for all Notes (including Notes denominated in sterling) in respect of which the issue proceeds are accepted by the Issuer in the UK. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT2 Include “commercial paper” if Notes must be redeemed before their first anniversary. Include “shorter” if Notes may not be redeemed before their first anniversary but must be redeemed before their third anniversary. Include “longer” if Notes may not be redeemed before their third anniversary. 3 Insert name of Guarantor. 4 Include bracketed language on all Notes with maturities of more than 183 days. 5 Include bracketed language on all Notes issued by Unilever Capital Corporation with maturities of 183 days or less. [ABB INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)] [ABB FINANCE INC. (incorporated in the State of Delaware with limited liability)] [ABB CAPITAL B.V. (incorporated in The Netherlands with limited liability and UNILEVER N.V., a company having its statutory domicile at Amsterdam)] corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER CAPITAL CORPORATION]1 [Aggregate principal amount of TrancheSeries] [Title of InstrumentsNotes] [ unconditionally and irrevocably guaranteed by [UNILEVER PLC/UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands, UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis]1 This [title of Notes] forms one of a series of [title of Notes] (the “Notes”) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever N.V./Unilever PLC/Unilever Capital Corporation] as issuer (the “Issuer”) and has the benefit of the guarantee of [Unilever PLC/Unilever N.V./Unilever N.V., Unilever PLC and Unilever United States, Inc. on a joint and several basis]1 (the “Guarantor” contained in the trust deed defined below) and is issued pursuant to a trust deed (the “Trust Deed” which expression shall include any amendments or supplements thereto) dated 22nd July 1994 and made between, inter alios, the Issuer and the other companies named therein as issuers, the Guarantor and The Law Debenture Trust Corporation p.l.c., as trustee. The Issuer for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto/incorporated by reference herein] [and the pricing supplement Pricing Supplement referred to therein and prepared in relation to the Instruments (“Pricing Supplement”)] Notes and the Trust Deed, to pay to the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement](18) Supplement]2 or on such earlier date as the same may become payable in accordance therewith the principal amount of: [denomination in words and numerals] [(, in the case of payment on such earlier date, as reduced from time to time in accordance with such terms and conditions)](19) conditions)]2 or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof [(as reduced from time to time in accordance with such principal amountterms and conditions)]2 at the rate or rates specified therein]3.

Appears in 1 contract

Samples: Trust (Unilever PLC)

EXCHANGE NOTICE. being the bearer of this Permanent Global Instrument Note at the time of its deposit with the Fiscal Agent at its specified office for the purposes of the InstrumentsNotes, hereby exercises the option set out above to have this Permanent Global Instrument Note exchanged in whole or in part for Instruments in [definitive/registered form/[ ] in aggregate principal amount of Instruments Notes in definitive form and [ ] in aggregate principal amount of Instruments in registered form]* and directs that such Instruments Notes in definitive form be made available for collection by it from the Fiscal Agent’s 's specified office and that such Instruments in registered form be made available in accordance with the terms and conditions applicable to the Instruments represented hereby and the Fiscal Agency Agreementoffice. By: …………………………….. (duly authorised) * Delete and complete, as appropriate SCHEDULE 3 THE THIRD SCHEDULE 3‌ FORM OF DEFINITIVE INSTRUMENT BEARER NOTE (“ISMA” "ICMA" FORMAT) [On the face of the InstrumentNote:] [<9999999+AAXXXXXXXXX9+XX+999999>] [Denomination] [ANY UNITED STATES PERSON WHO HOLDS THIS INSTRUMENT HAS NOT BEEN AND OBLIGATION WILL NOT BE REGISTERED SUBJECT TO LIMITATIONS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TOINCOME TAX LAWS, OR FOR INCLUDING THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT LIMITATIONS PROVIDED IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS SECTIONS 165(j) AND 1287(a) OF THE SECURITIES ACT. TERMS USED INTERNAL REVENUE CODE.]6 [UNLESS BETWEEN INDIVIDUALS NOT ACTING IN THE CONDUCT OF A BUSINESS OR PROFESSION, EACH TRANSACTION REGARDING THIS PARAGRAPH HAVE NOTE WHICH INVOLVES THE MEANINGS GIVEN PHYSICAL DELIVERY THEREOF WITHIN, FROM OR INTO THE NETHERLANDS, MUST BE EFFECTED (AS REQUIRED BY THE DUTCH SAVINGS CERTIFICATES ACT (WET INZAKE SPAARBEWIJZEN) OF 21 MAY 1985 (AS AMENDED)) THROUGH THE MEDIATION OF THE ISSUER OR A MEMBER FIRM OF EURONEXT AMSTERDAM N.V., ADMITTED IN A FUNCTION ON ONE OR MORE OF THE MARKETS OR SYSTEMS OPERATED BY EURONEXT AMSTERDAM N.V. AND MUST BE RECORDED IN A TRANSACTION NOTE WHICH INCLUDES THE NAME AND ADDRESS OF EACH PARTY TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [ABB INTERNATIONAL FINANCE LIMITED TRANSACTION, THE NATURE OF THE TRANSACTION AND THE DETAILS AND SERIAL NUMBER OF THIS NOTE.]7 NORDEA BANK ABP (incorporated with limited liability in Guernsey)] [ABB FINANCE INC. (incorporated in the State of Delaware with limited liability)] [ABB CAPITAL B.V. (incorporated in The Netherlands with limited liability and having its statutory domicile at Amsterdam)] Finland) [Aggregate principal amount of TrancheSeries] [Title of InstrumentsNotes] [ ] NORDEA BANK ABP (the "Issuer") for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto] [and the final terms or, as the case may be, pricing supplement referred to therein and prepared by the Issuer in relation to the Instruments (“Pricing Supplement”)Notes] to pay to the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement](18) or on such earlier date as the same may become payable in accordance therewith the principal amount of: [denomination in words and numerals] [(, in the case of payment on such earlier date, as reduced from time to time in accordance with such terms and conditions)](19) or such other redemption amount as may be specified therein in such terms and conditions and final terms or pricing supplement [and to pay in arrear arrears on the dates specified therein interest on such principal amountamount at the rate or rates specified therein]. 6 This legend can be deleted if the Notes have an initial maturity of 1 year or less or if TEFRA C is specified in the applicable Final Terms.

Appears in 1 contract

Samples: Fiscal Agency Agreement

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EXCHANGE NOTICE. being the bearer of this Permanent Global Instrument at the time of its deposit with the Fiscal Agent at its specified office for the purposes of the Instruments, hereby exercises the option set out above to have this Permanent Global Instrument exchanged in whole or in part for Instruments in [definitive/registered form/[ ] in aggregate principal amount of Instruments in definitive form and [ ] in aggregate principal amount of Instruments in registered form]* and directs that such Instruments in definitive form be made available for collection by it from the Fiscal Agent’s specified office and that such Instruments in registered form be made available in accordance with the terms and conditions applicable to the Instruments represented hereby and the Fiscal Agency Agreement. By: (duly authorised) * Delete and complete, as appropriate SCHEDULE 3 THE THIRD SCHEDULE FORM OF DEFINITIVE INSTRUMENT (“ISMA” FORMAT) [On the face of the Instrument:] [<9999999+AAXXXXXXXXX9+XX+999999>] [Denomination] THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [ABB INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)] [ABB FINANCE INC. (incorporated in the State of Delaware with limited liability)] [ABB CAPITAL B.V. (incorporated in The Netherlands with limited liability and having its statutory domicile at Amsterdam)] ) [Aggregate principal amount of Tranche] [Title of Instruments] [Common Code] [ ] (the “Issuer”) for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto] [and the pricing supplement referred to therein and prepared in relation to the Instruments (the “Pricing Supplement”)] to pay to the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Pricing Supplement](18Supplement](12) or on such earlier date as the same may become payable in accordance therewith the principal amount of: [denomination in words and numerals] [(, in the case of payment on such earlier date, as reduced from time to time in accordance with such terms and conditions)](19) or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amountamount at the rate or rates specified therein, all subject to and in accordance with such terms and conditions]. [This [title of Instrument] shall not/Neither this [title of Instrument] nor any of the interest coupons appertaining hereto shall] be valid for any purpose until this [title of Instrument] has been authenticated for and on behalf of Fortis Banque Luxembourg S.A., as fiscal agent. This [title of Instrument] is governed by, and shall be construed in accordance with, English law. AS WITNESS the facsimile signature of two duly authorised officers on behalf of the Issuer. [ ] [ ] By: [facsimile signature] By: [facsimile signature] (duly authorised) (duly authorised) ISSUED in [ ] as of [ ] [ ]

Appears in 1 contract

Samples: Fiscal Agency Agreement (Abb LTD)

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