TERM OF ANNEX This Annex becomes effective upon the date of the last signature below ("Effective Date") and shall remain in effect until the completion of all obligations of both Parties hereto, or one year from the Effective Date, whichever comes first, unless such term exceeds the duration of the Umbrella Agreement. The term of this Annex shall not exceed the term of the Umbrella Agreement. The Annex automatically expires upon the expiration of the Umbrella Agreement.
Form of Note (a) The form of Note is as follows: SOVEREIGN CREDIT FINANCE I, INC. NOTES DUE OCTOBER 15, 2000 $_______________ No._____________ Sovereign Credit Finance I, Inc., a corporation duly organized and existing under the laws of the State of Texas (herein referred to as the "Company"), for value received, hereby promises to pay to _____________________________ or registered assigns, the principal sum of _____________________________ dollars, and to pay interest (computed on the basis of a 360-day year consisting of 12 months of 30 days each) on the unpaid portion of said principal sum outstanding from time to time from the date of issue, until the principal amount of this Note is paid in full, at the rate of eleven percent (11.0%) per annum, which interest shall be due and payable upon the 15th day of each calendar month (for such interest accruing through the last day of the prior calendar month) during the term of this Note commencing with the second calendar month following the calendar month in which this Note is issued (each a "Payment Date"). The principal sum hereof shall be due and payable in six equal consecutive monthly installments commencing on the Principal Repayment Commencement Date (as hereafter defined) and thereafter on every Payment Date, until October 15, 2000 (the "Stated Maturity"), at which time all then unpaid principal and accrued interest hereunder shall be due and payable. The Principal Repayment Commencement Date is May 15, 2000. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Company with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. This Note represents a general obligation of the Company. This Note is one of a duly authorized issue of Notes of the Company, designated as its Notes Due October 15, 2000 (herein called the "Notes"), all issued and to be issued under an Indenture dated as of ___________, 1996 (herein called the "Indenture"), between the Company and Sterling Trust Company (the "Trustee", which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the outstanding principal of and accrued interest on this Note at the Stated Maturity or of the Redemption Price payable on any Redemption Date as of which this Note has been called for redemption shall be made upon presentation of this Note to the Paying Agent appointed by the Company for such purpose. Payments of all installments of interest and principal due and payable on any Payment Date (other than the Stated Maturity) shall be made by check mailed to the Person whose name appears as the Holder of this Note on the Note Register as of the first day of the month in which such Payment Date occurs (the "Record Date") without requiring that this Note be submitted for notation of payment. Checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Indenture, at the office or agency in the United States of America designated by the Company for such purpose pursuant to the Indenture. If an Event of Default shall occur and be continuing with respect to the Notes, the Notes, and all principal and unpaid accrued interest, may be declared due and payable in the manner and with the effect provided in the Indenture. The Notes are redeemable, at any time, at the option of the Company on any Payment Date, in whole or in part, at 100% of the unpaid principal amount thereof, together with accrued interest thereon; provided, however, that the Paying Agent shall be required to redeem the Notes at such time only to the extent that the Company has theretofore deposited with the Paying Agent money sufficient to effect such redemption. At least ten days prior to the Redemption Date, the Company is required to mail a notice of redemption to the registered owner of this Note specifying the Redemption Date, the Redemption Price, the name and address of the Paying Agent, that this Note must be delivered to the Paying Agent and that interest on this Note ceases to accrue on and after the Redemption Date. If provision is made for the redemption and payment of this Note in accordance with the Indenture, this Note shall thereupon cease to bear interest from and after the Redemption Date. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Company may charge a reasonable fee for the registration of such transfer, or for any change of address of a Holder (or of any other Person to whom the Holder directs that payments under this Note are to be made). Prior to the due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Majority Holders. The Indenture also contains provisions permitting the Majority Holders, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Note issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate principal amount of a different authorized denomination, as requested by the Holder surrendering same. The Company may charge a reasonable fee for such exchange. This Note and the Indenture shall be construed in accordance with, and governed by, the laws of the State of Texas applicable to agreements made and to be performed therein. The Indenture and this Note are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid by the Company for the use, forbearance, or detention of the money loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or the Indenture or in any other document evidencing, securing or pertaining hereto, exceed the maximum amount permissible under applicable law, as now or as hereafter amended. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder of this Note shall ever receive interest or anything which might be deemed interest under applicable law which should exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Company. All sums paid or agreed to be paid to the Holder of this Note for the use, forbearance or detention of the indebtedness of the Company to the Holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform, or does not exceed the maximum rate permitted by applicable law as now or hereafter amended, throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of this Note and the Indenture. The Company hereby waives, to the extent permitted by applicable law, all of its rights or protections afforded by any applicable usury or interest limitation law. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Form of Notice All notices, requests, claims, demands and other communications between the parties shall be in writing.
Form of Notes The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. 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. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) 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 or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.
Form of Warrant The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor’s Agreement documents shall not become part of TIPS’s Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it.
Amendments to the Form of Adr SECTION 3.01. All references in the form of ADR to the number of Shares represented by each ADS is amended to reflect that each ADS represents two Shares.
Form of Warrants Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.
FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Name of Assignee Address No of Shares , and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: ________ __, 20__ In the presence of: Name: Signature: Title of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.
Form of Settlement Notwithstanding any terms and conditions in the Plan, Award Agreement or any other grant materials, the MSUs will be settled in Shares only, not cash. Notifications