TERMS AND CONDITIONS OF THE SECURITIES. There is hereby authorized the following series of Notes:
TERMS AND CONDITIONS OF THE SECURITIES. The Securities shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Securities:
TERMS AND CONDITIONS OF THE SECURITIES. The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditions of the Securities, substantially as they will appear on the reverse of each of the definitive certificates evidencing the Securities. The U.S.$200,000,000 5.50 per cent. subordinated perpetual capital securities (the "Securities", which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of FWD Limited (the "Issuer") are constituted by a deed of covenant dated 1 February 2018 (as amended or supplemented from time to time, the "Deed of Covenant") entered into by the Issuer and are the subject of a fiscal agency agreement dated 1 February 2018 (as amended or supplemented from time to time, the "Agency Agreement") between the Issuer, The Hongkong and Shanghai Banking Corporation Limited as registrar (the "Registrar", which expression includes any successor registrar appointed from time to time in connection with the Securities), The Hongkong and Shanghai Banking Corporation Limited as fiscal agent (the "Fiscal Agent", which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the "Transfer Agent", which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), the paying agents named therein (together with the Fiscal Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities) and The Hongkong and Shanghai Banking Corporation Limited as calculation agent (the "Calculation Agent", which expression includes any successor or additional calculation agents appointed from time to time in connection with the Securities). References herein to the "Agents" are to the Registrar, the Fiscal Agent, the Transfer Agent, the Paying Agents and the Calculation Agent and any reference to an "Agent" is to any one of them. Certain provisions of these terms and conditions (the "Conditions") are summaries of the Agency Agreement and the Deed of Covenant and subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and Transfers – Register)) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and the Deed of Covenant applicable to them. Copies of the Agency Agreement and...
TERMS AND CONDITIONS OF THE SECURITIES. The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Offering Circular Supplement, shall be applicable to the notes (the "Notes") or warrants (the "Warrants" and, together with the Notes, the "Securities") in definitive form (if any). Either
TERMS AND CONDITIONS OF THE SECURITIES. The following are the terms and conditions in the form in which they will be endorsed on the Securities. Sentences in italics shall not form part of these terms and conditions. The issue of the EUR 500,000,000 Undated 7.25 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the "Securities") was authorised by a resolution of the Board of Managing Directors of the Issuer dated 21 January 2020 and the guarantee of the Securities was authorised by a resolution of the Delegated Committee of the Board of Directors of the Guarantor dated 17 January 2020, acting upon a resolution of the shareholders acting through the General Shareholders' Meeting of the Guarantor dated 9 June 2017 and a resolution of the Board of Directors of the Guarantor dated 9 June 2017. A fiscal agency agreement dated 5 February 2020 (the "Fiscal Agency Agreement") has been entered into in relation to the Securities between the Issuer, the Guarantor, The Bank of New York Mellon, London Branch as fiscal agent, The Bank of New York Mellon, London Branch as agent bank and the paying agents named therein. The fiscal agent, the agent bank and the paying agents for the time being are referred to below respectively as the "Fiscal Agent", the "Agent Bank" and the "Paying Agents" (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Securities and the coupons relating to them (the "Coupons", which expression includes, where the context so permits, talons for further coupons (the "Talons")). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents. The Holders of the Securities and the Holders of the Coupons (each as defined in Condition 1(b) (Form Denomination and Title - Title) below) (whether or not attached to the Securities) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.
TERMS AND CONDITIONS OF THE SECURITIES. This section of this Information Memorandum sets forth the text of the Terms and Conditions of the Securities that appear on the reverse of each of the Securities (the “Terms and Conditions”). Certain provisions of the Securities refer to and are subject to the Trust Indenture and the Supplemental Indenture. The description of the Securities set forth herein does not purport to be complete and is qualified in its entirety by reference to the Securities, the Trust Indenture and the Supplemental Indenture. The Republic urges you to read the Trust Indenture and the Supplemental Indenture for a complete description of the Republic’s obligations and your rights as a holder of the Securities.
TERMS AND CONDITIONS OF THE SECURITIES. The applicable terms and conditions of the Notes will comprise: • the "General Note Conditions", commencing at page 93 of this Base Prospectus; • the terms and conditions relating to the Preference Shares(s) set out in the "Preference Share Linked Conditions", commencing on page 114 of this Base Prospectus; • the economic or "payout" terms of the Notes are set forth in the "Note Payout Conditions" commencing on page 111 of this Base Prospectus); and • the issue specific details relating to such Notesas set forth in a separate "Issue Terms" document.
TERMS AND CONDITIONS OF THE SECURITIES. 1. This Security is one of a duly authorized issue of debt securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of [ ] (herein called the “Fiscal Agency Agreement”), between the Issuer and [ ], as Fiscal Agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement). To the extent not otherwise set forth in this Security, reference is hereby made to the Fiscal Agency Agreement for a statement of the respective rights, duties, obligations, disclaimers, immunities, indemnities and limitations of rights thereunder of the Issuer, the Fiscal Agent and the holders of Securities. Copies of the Fiscal Agency Agreement and this Security are on file and available for inspection or collection by holders of the Securities at the [appropriate office] of the Fiscal Agent at [ ] during business hours on any business day and, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [insert--name of city], or may be provided by email to a holder of the Securities following their prior written request to the Fiscal Agent or any Paying Agent and provision of proof of holding and identity (in a form satisfactory to the Fiscal Agent or the relevant Paying Agent). This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to [$] ]. The Securities constitute unconditional, direct and general obligations of the Issuer in accordance with the terms for their payment and performance. The Securities shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.
TERMS AND CONDITIONS OF THE SECURITIES. There is hereby authorized the following series of Debentures:
TERMS AND CONDITIONS OF THE SECURITIES. 1. This Security is one of a duly authorized issue of debt securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of December 21, 2023 (herein called the “Fiscal Agency Agreement”), between the Issuer and Citibank, N.A., London Branch, as Fiscal Agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement). To the extent not otherwise set forth in this Security, reference is hereby made to the Fiscal Agency Agreement for a statement of the respective rights, duties, obligations, disclaimers, immunities, indemnities and limitations of rights thereunder of the Issuer, the Fiscal Agent and the holders of Securities. Copies of the Fiscal Agency Agreement and this Security are on file and available for inspection or collection by holders of the Securities at the Agency & Trust Services of the Fiscal Agent at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, during business hours on any business day and, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [insert--name of city], or may be provided by email to a holder of the Securities following their prior written request to the Fiscal Agent or any Paying Agent and provision of proof of holding and identity (in a form satisfactory to the Fiscal Agent or the relevant Paying Agent). This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to [$] ]. The Securities constitute unconditional, direct and general obligations of the Issuer in accordance with the terms for their payment and performance. The Securities shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.
