Form of Terms Agreement Sample Clauses

Form of Terms Agreement. [Representatives,] As Representatives of the several Underwriters named in Schedule I hereto, c/x , 0000 Xxxxxx xxx Xxxxxxxxx: Royal Bank of Canada, a Canadian chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein and in the Standard Provisions, dated October , 2003 (the “Standard Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the securities specified in Schedule II hereto (the “Offered Securities”). Each of the provisions of the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty that refers to the Prospectus or the Shelf Prospectus (as therein defined) in Section 2 of the Standard Provisions shall be deemed to be a representation or warranty as of the date of the Standard Provisions in relation to the Prospectus or the Shelf Prospectus, and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus or the Shelf Prospectus, as the case may be, each as amended or supplemented to the date hereof and each as amended or supplemented relating to the Offered Securities that are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Standard Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Offered Securities pursuant to Section 12 of the Standard Provisions and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment and/or supplement to each of the Prospectus and the Shelf Prospectus, each in the form heretofore delivered to you is now proposed to be filed with the Commission pursuant to General Instruction II.K., in the case of the Prospectus, and with the CVMQ pursuant to Québec Securities Laws, in the case of the Shelf Prospectus. Subject to the terms and conditions set forth herein and in the Standard Provisions incorpora...
Sample 1
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Form of Terms Agreement. KeyCorp (An Ohio corporation) [Senior Medium-Term Notes, Series [ ]] [Subordinated Medium-Term Notes, Series [ ]] TERMS AGREEMENT , 20[ ] Attention: Re: Distribution Agreement dated [ ], 2014 (the “Distribution Agreement”) Subject to the Distribution Agreement, [the undersigned agrees to purchase the following principal amount of Notes: $ ] [each of the undersigned purchasers agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $ [ ] [Agent] $ [ ] [Agent] $ [ ] Total $ [ ]] Title: Principal Amount: Specified Currency: [Initial Public Offering Price: [Initial]* Interest Rate: [Index Maturity:]* [Interest Rate Basis:]* [Maximum Interest Rate:]* [Minimum Interest Rate:]* [Interest Determination Dates:]* [Interest Reset Dates:]* [Interest Payment Dates: Maturity Date:] [Spread:]* [Spread Multiplier:]* [Interest Period:]* [Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]* Purchase Price: % Price to Public: % Time of Delivery and Time and Place: Redemption Provisions, if any: Initial Redemption Date[s]: Additional Redemption Dates: Initial Redemption Percentage: Additional Redemption Percentage Reduction: [Currency of denomination:]** [Denominations:]** [Currency of payment:]** [Original Issue Discount Note:] [Initial Accrual Period OID:] [Other provisions:] Exceptions, if any, to Section 4(i) of the Distribution Agreement: The Applicable Time means [a.m./p.m.] (Eastern time) on . [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
Sample 1
Form of Terms Agreement. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By Name: Title: By Name: Title: VALE S.A. By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE I Underwriter Principal Amount of Securities Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE III Final Term Sheet Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement EXHIBIT I [Underwriting Agreement Basic Provisions to be attached] Exhibit B to the Underwriting Agreement Basic Provisions – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantor: Vale S.A. Title of Securities: Aggregate Principal Amount: Price To Public: % of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: [%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The off...
Sample 1
Form of Terms Agreement. M&T Bank Corporation, a New York corporation [Senior Medium-Term Notes, Series A] [Subordinated Medium-Term Notes, Series B] [ % [Senior]/[Subordinated] Notes due , 20 ] TERMS AGREEMENT As of , 20 Attention: Re: Distribution Agreement, dated as of September 22, 2023 (the “Distribution Agreement”), between M&T Bank Corporation (the “Company”) and the other parties named therein, in connection with the distribution of Medium-Term Notes of the Company. Subject to the Distribution Agreement, [the undersigned Agent agrees to purchase the following principal amount of Notes: $ ] [each of the undersigned Agents (collectively, the “Underwriters”) agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $[ ] [Agent] $[ ] [Agent] $[ ] Total $[ ] ] The terms of the Notes are set forth in the term sheet attached as an Annex hereto. The Applicable Time means [a.m./p.m.] (Eastern time) on 20 . Purchase price to the Underwriters is % of the principal amount of Notes. The Time of Delivery will be [9:30 a.m.], New York City time, on , 20 , or at such other time and date as the Company and the undersigned Agent[s] may agree upon in writing. [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
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Related to Form of Terms Agreement

  • SUMMARY OF TERMS The following is a summary of the principal terms of the Lease. Any capitalized term set forth below shall, for the purposes of this Lease, have the meaning ascribed to it in this Section 1.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Amendment of Terms a) In accordance with the School Boards Collective Bargaining Act, the central terms of this agreement, excepting term, may be amended at any time during the life of the agreement upon mutual consent of the central parties and agreement of the Crown.

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.

  • EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of January 28, 2007 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until January 28, 2012 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

  • Item Agreement As negotiated items are agreed upon, they shall be reduced to writing and initialed by the chief negotiator of each party. Such initialing shall be construed as tentative agreement by both parties on that item or issue, subject to finalization by ratification by the membership of the Association and adoption by the Board.

  • Agreement Terms The terms of the Agreement conform to University policy. The period of performance for the project is approximately two (2) years. The amount of funding support will not exceed $100,000. Since research projects are often amended, this agreement includes provisions for changes in time and scope. University procedures for approval of these changes will be followed and additional conflict of interest review will be done as appropriate.

  • Pricing Instrument; Execution and Incorporation of Terms The parties hereto will enter into this Indenture by executing the Pricing Instrument. By executing the Pricing Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust. All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Pricing Instrument or Pricing Supplement, as indicated herein.

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