Terms of the Notes Clause Samples
The "Terms of the Notes" clause defines the key features and conditions governing the issuance and management of debt instruments referred to as notes. It typically outlines details such as the principal amount, interest rate, maturity date, payment schedule, and any rights or obligations of the noteholders and issuer. For example, it may specify how and when interest payments are made, what happens in the event of default, and any options for early repayment. This clause ensures that all parties have a clear understanding of the financial and legal parameters of the notes, thereby reducing ambiguity and potential disputes.
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title as stated in Exhibit B hereto and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number and an ISIN number as stated in Exhibit B hereto.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be as stated in Exhibit B attached hereto. Under a Board Resolution, Officers' Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case "Additional Notes") having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on the maturity date as identified on Exhibit B attached hereto.
(d) If the Notes are identified as "Fixed" on Exhibit B, the rate at which the Notes shall bear interest shall be the percentage per annum identified as the "Coupon Rate" on Exhibit B attached hereto; and if the Notes are identified as "Step" on Exhibit B, the rates at which the Notes shall bear interest shall be the percentages per annum during the corresponding periods as identified in the applicable footnote under the "Coupon Rate" on Exhibit B attached hereto (the "Applicable Interest Rate"). The date from which interest shall accrue on the Notes shall be on the date specified in Exhibit B attached hereto, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be as identified in Exhibit B attached hereto of each year, commencing on the date as identified as the 1st Coupon Date in Exhibit B hereto (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed pa...
Terms of the Notes. The following terms relating to the Notes are hereby established:
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Senior Securities having the title “7.75% Notes due September 30, 2025.” The Notes shall bear a CUSIP number of 78590A 406 and an ISIN of US78590A4067.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) shall be up to $13,000,000 (or up to $14,950,000 aggregate principal amount if the underwriters’ option to purchase additional Securities is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire outstanding principal of the Notes shall be payable on September 30, 2025, unless earlier redeemed or repurchased in accordance with the provisions of the Indenture.
(d) The rate at which the Notes shall bear interest shall be 7.75% per annum. The Interest Payment Dates for the Notes shall be March 30, June 30, September 30 and December 30 of each year, commencing December 30, 2020 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment). The initial interest period will be the period from and including September 4, 2020, to, but excluding, December 30, 2020, and the subsequent interest periods will be the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Pa...
Terms of the Notes. Section 2.1 Pursuant to Section 301 of the Indenture, the Notes shall have the following terms and conditions:
Terms of the Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of Securities having the title “2.500% Notes due 2026” and shall be designated as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 83012A AA7 and an ISIN number of US83012AAA79.
(b) The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $300,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Notes; provided that such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.
(c) The entire Outstanding principal amount of the Notes shall be payable on August 1, 2026, unless earlier redeemed or repurchased in accordance with the provisions of this Third Supplemental Indenture.
(d) The rate at which the Notes shall bear interest shall be 2.500% per annum (the “Applicable Interest Rate”). The date from which interest shall accrue on the Notes shall be February 3, 2021, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be February 1 and August 1 of each year, commencing August 1, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including ...
Terms of the Notes. The terms and provisions of the Notes as set forth in Exhibit A are hereby incorporated in and expressly made part of this Eighth Supplemental Indenture. The Notes will mature and the principal thereof will be due and payable, together with all accrued and unpaid interest thereon, on July 15, 2036. The Notes shall bear interest at the rate of 6.75% per year. The amount of interest payable on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of the principal of (and premium, if any) and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts and in immediately available funds; provided, however, that at the option of the Company payment of interest may be made by wire transfer of immediately available funds to an account at a financial institution in the United States of the Person entitled thereto as such account shall be provided to the Security Registrar at least 10 days prior to the relevant payment date or by check in New York Clearinghouse Funds mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Initially the Notes will be issued in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company ("DTC"), the initial securities depositary for the Notes), and may bear such legends as DTC may reasonably request. So long as the Notes are held solely in global form, the Regular Record Date shall be the Business Day immediately preceding the relevant Interest Payment Date; if the Notes are registered in the names of additional Holders, the Company shall have the right to select a Regular Record Date for such Notes, which shall be at least one Business Day but not more than 60 Business Days prior to the relevant Interest Payment Date. So long as the Notes are outstanding in global form registered in the name of DTC or its nominee, all payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. No service charge shall be made for the registration of transfer or exchange of the Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in...
Terms of the Notes. The following terms relate to the Notes:
(a) The 2017 Notes shall constitute a series of Notes having the title “2.00% Senior Notes due 2017”, and the 2022 Notes shall constitute a separate series of Notes having the title “3.25% Senior Notes due 2022”.
(b) The aggregate principal amount of the 2017 Notes (the “Initial 2017 Notes”) and the 2022 Notes (the “Initial 2022 Notes” and, together with the Initial 2017 Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be $750,000,000 and $250,000,000, respectively. The Company may from time to time, without the consent of the Holders of the applicable series of Notes, issue additional 2017 Notes (in any such case “Additional 2017 Notes”) or additional 2022 Notes (in any such case, “Additional 2022 Notes”) having the same ranking and the same interest rate, maturity and other terms as the Initial 2017 Notes or the Initial 2022 Notes, as the case may be. Any Additional 2017 Notes and the Initial 2017 Notes, and any Additional 2022 Notes and the Initial 2022 Notes, as the case may be, shall each constitute a single series under the Indenture and all references to the 2017 Notes shall include the Initial 2017 Notes and any Additional 2017 Notes and all references to the 2022 Notes shall include the Initial 2022 Notes and any Additional 2022 Notes, unless the context otherwise requires; provided that if such Additional 2017 Notes or Additional 2022 Notes are not fungible with the Initial 2017 Notes or Initial 2022 Notes, respectively, for U.S. federal income tax purposes, the applicable Additional Notes will have a separate CUSIP number. The aggregate principal amount of each of the Additional 2017 Notes and Additional 2022 Notes shall be unlimited.
(c) The entire Outstanding principal of the 2017 Notes and 2022 Notes shall be payable on December 15, 2017 and on December 15, 2022, respectively.
(d) The rate at which the Notes shall bear interest shall be 2.00% per year for the 2017 Notes and 3.25% per year for the 2022 Notes. The date from which interest shall accrue on the Notes shall be the most recent Interest Payment Date to which interest has been paid or provided for or, if no interest has been paid, from December 12, 2012. The Interest Payment Dates for the Notes shall be June 15 and December 15 of each year, beginning June 15, 2013. Interest shall be payable on each Interest Payment Date to the holders of record at the close of business on the June 1 and Dec...
Terms of the Notes. The terms of the Notes shall be as set forth in Exhibit A. Without limiting the foregoing:
Terms of the Notes. The following terms relate to the Notes:
(1) The Floating Rate Notes shall constitute a separate series of Notes having the title “Floating Rate Senior Notes due 2027” and the Fixed Rate Notes shall constitute a separate series of Notes having the title “3.628% Senior Notes due 2035.”
(2) The aggregate principal amount of the Floating Rate Notes (the “Initial Floating Rate Notes”) and the Fixed Rate Notes (the “Initial Fixed Rate Notes,” and, together with the Initial Floating Rate Notes, the “Initial Notes”) that may be initially authenticated and delivered under the Indenture shall be €1,000,000,000 and €1,100,000,000, respectively. The Company may from time to time, without the consent of the Holders of either series of Notes, issue additional Floating Rate Notes (the “Additional Floating Rate Notes”) and Additional Fixed Rate Notes (the “Additional Fixed Rate Notes” and, together with the Additional Floating Rate Notes, the “Additional Notes”) having the same terms (except for the issue date, offering price and, if applicable, the first interest payment date) as the Initial Floating Rate Notes and the Initial Fixed Rate Notes, as the case may be. Any Additional Notes of a series and the Initial Notes of such series shall constitute a single series under the Indenture; provided that if any Additional Notes of a series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes of such series shall not have the same ISIN or Common Code as the Initial Notes of such series. All references to a series of Notes shall include both the Initial Notes and any Additional Notes of such series, unless the context otherwise requires. The aggregate principal amount of each of the Floating Rate Notes and the Fixed Rate Notes shall be unlimited. The entire respective outstanding principal amount of the Floating Rate Notes and the Fixed Rate Notes shall be payable on December 1, 2027 and December 1, 2035, respectively. The principal of each Note payable at maturity or upon earlier redemption shall be paid by the Paying Agent, located at the Specified Office of the Paying Agent.
(3) (a) The Floating Rate Notes shall bear interest at a rate equivalent to the 3-month EURIBOR (the “Floating Rate Base Rate”) plus 0.280% per annum, as calculated by the Calculation Agent; provided, however, that the minimum interest rate shall be zero. The Floating Rate Notes will bear interest from December 1, 2025 or from the immediately...
Terms of the Notes. (a) The Notes shall bear interest at the rate of 3.30% per annum on the principal amount thereof from June 16, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of the Notes becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on the Notes will be payable semiannually in arrears on June 15 and December 15 of each year (each such date, an “Interest Payment Date”), commencing on December 15, 2015. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.
(b) In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the “Regular Record Date”). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed for the payment of such defaulted interest in accordance with Section 307 of the Original Indenture, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all ...