STOLT OFFSHORE S Sample Clauses

STOLT OFFSHORE S. A. This Security is one of a duly authorixxx xssue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of [______], [______] (herein called the "Indenture"), between the Issuer and [_______], a [______], as Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert-- limited in aggregate principal amount to _________]. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any). If at any time subsequent to the issuance of the Securities of this series as a result of any change in, or amendment to, the laws or regulations of Luxembourg or of any political subdivision thereof or any authority therein or thereof having power to tax or as a result of any change in the application or official interpretation of such laws or regulations, the Issuer becomes, or will become, obligated to pay any Additional Amounts then the Securities of this series will be redeemable as a whole (but not in part), at the option of the Issuer, at any time upon not less than thirty (30) nor more than sixty (60) days' notice given to the Holders at [if the Security is to bear interest prior to maturity, insert--their principal amount together with accrued interest thereon, if any,] [if the Security is an Original Issue Discount Security, ins...
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STOLT OFFSHORE S. A. By ---------------------------- Attest: ----------------------------
STOLT OFFSHORE S. A. By: ------------------------------------- Name: Title: [-------------------] as Trustee By: ------------------------------------- Name: Title:
STOLT OFFSHORE S. A. By ------------------------- Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By ----------------------------- Name: Title: On behalf of each of the Underwriters Annex A
STOLT OFFSHORE S. A., a societe anonyme holding organized under the laxx xx Luxembourg (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"), between the Company on the one hand and __________________, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the number of common shares, par value $2.00 per share, of the Company (the "Common Shares") specified in Schedule II hereto. Except to the extent explicitly provided otherwise herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms 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, if this Terms Agreement and the Underwriting Agreement are dated different dates, each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Common Shares which are the subject of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of Common Shares are set forth in Schedule II hereto. Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto.
STOLT OFFSHORE S. A. and The Parties Listed in Part A of Schedule 1 Hereto as Guarantors HSBC BANK PLC as Arranger CREDIT LYONNAIS HSBC BANK PLC and DNB NOR BANK ASA (formerly DEN NORSKE BANK ASA) as Issuing Banks The Parties Listed in Part B of Schedule 1 Hereto as Banks HSBC BANK PLC as Facility Agent and Security Trustee WEIL, GOTSHAL & MANGES One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fxx: +00 (0) 00 0000 0000 xxx.xxxx.com TABLE OF CONTENTS Page 1 DEFINITIONS AND INTERPRETATION............................................2 2 THE FACILITY.............................................................22
STOLT OFFSHORE S. A., a "societe anonyme holding," incorporated under txx laws of Luxembourg with its registered office at 26 rue Louvingny, L-1946 Luxembourg, registered at the R.C.S. Lxxxxxxxxx xxxxx xxxxxx X 00. 000 ("XXSA");
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STOLT OFFSHORE S. A., a societe anonyme holding organized under the laxx xx Luxembourg (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 2(a) (the "Debt Securities"). The Debt Securities will be issued under an indenture, dated as of ______, ____ (the "Indenture"), between the Company and ______, as Trustee (the "Trustee"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Debt Securities being determined at the time of sale. Particular series of the Debt Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex A attached hereto, for resale in accordance with the terms of offering determined at the time of sale. The Debt Securities involved in any such offering are hereinafter referred to as the "Securities". Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, severally, the amount of Securities specified therein. The representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in the second sentence of Section 3) shall mean the Underwriters.
STOLT OFFSHORE S. A. By -------------------------------- Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By ----------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I Number of Firm Shares Underwriter to be Purchased --------------- ---------------
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