The Final Terms Sample Clauses

The Final Terms. A "Final Terms" document shall be prepared in respect of each issue of Securities. In addition to specifying the form of the Security (be it a Warrant, Certificate, or Note), and which of the Underlying Asset Conditions (if any), Coupon Payout Conditions (if any), Autocall Payout Conditions (if any) and Payout Conditions apply to the Securities, the Final Terms will include other important information in relation to the particular issue of Securities such as, for example, payment and maturity dates, amounts, rates and (if applicable) the Underlying Asset(s) on which the return on the Securities will be dependent. Types of Underlying Assets The amount payable or deliverable under some, but not all, of the Securities issued under this Base Prospectus may depend on the performance (which can be measured in different ways) of one or more underlying reference assets ("Underlying Assets"). The potential types of Underlying Assets for such purpose include: • a share (including a depositary receipt and an exchange traded fund); • an index, a futures, options or other derivatives contract on an equities index; • a commodity; • a commodity index; • a foreign exchange rate; • an inflation index or other consumer price index; • an interest rate; • a preference share issued by Xxxxxxx Sachs (Cayman) Limited; • baskets of the above; and • a basket of one or more shares and one or more indices. Securities will not be linked to an index that is composed by the Issuer or by any legal entity belonging to the same group. Risk Factors Before purchasing Securities, you should consider, in particular, "Risk Factors" commencing on page 45 of this Base Prospectus.
Sample 1
The Final Terms. A "Final Terms" document shall be prepared in respect of each issue of Securities. In addition to specifying the form of the Security (be it a Warrant, Certificate or Note), and which of the Coupon Payout Conditions (if any), Autocall Payout Conditions (if any), Payout Conditions and Underlying Asset Conditions (if any) apply to the Securities, the Final Terms will include other important information in relation to the particular issue of Securities such as, for example, payment and maturity dates, amounts, rates and (if applicable) the Underlying Asset(s) on which the return on the Securities will be dependent. Types of Underlying Assets The amount payable or deliverable under some, but not all, of the Securities issued under this Base Prospectus may depend on the performance (which can be measured in different ways) of one or more underlying reference assets ("Underlying Assets"), including: • a share (including a depositary receipt and an exchange traded fund); • an index, a futures, options or other derivatives contract on an equities index; • a commodity; • a commodity index; • a foreign exchange rate; • an inflation index or other consumer price index; • an interest rate; • baskets of the above; and • a preference share issued by Xxxxxxx Sachs (Cayman) Limited. Securities will not be linked to an index that is composed by, or shares in, the relevant Issuer or by any legal entity belonging to the same group. Risk Factors Before purchasing Securities, you should carefully consider the information in this Base Prospectus, in particular, the section "Risk Factors" commencing on page 59. Commonly Asked Questions and Index of Defined Terms A list of commonly asked questions and replies is set out in the section "Commonly Asked Questions about the Programme" commencing on page 129 of this Base Prospectus. A list of all of the defined terms used in this Base Prospectus is set out in the section "Index of Defined Terms" commencing on page 800 of this Base Prospectus. The date of this Base Prospectus is 29 May 2019. IMPORTANT NOTICES Investing in the Securities may involve exposure to derivatives and may, depending on the terms of the particular Securities, put your capital at risk and you may lose some or all of your investment. Also, if the relevant Issuer and (if applicable) the relevant Guarantor fail or go bankrupt, you will lose some or all of your investment. Neither the Securities nor the Guarantees are bank deposits, and neither are insured or guarant...
Sample 1

Related to The Final Terms

  • Final Terms have the relevant Final Terms or Drawdown Prospectus or Securities Note (or relevant parts thereof, as the case may be) attached thereto;

  • Additional Terms None B-1

  • General Terms For purposes of this Agreement the following terms shall have the following meanings:

  • Additional Terms & Conditions Acknowledged and Agreed: By: /s/ Xxxxxxxxxxx X. Xxxxx By: /s/ Xxxxxxxx Xxxxxxxxx RSE Archive, LLC SELLER Name:Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxxxx Title: President RSE Markets Title: Principal

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment pursuant to the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below, if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section 14.05 of the Indenture, Section 14.07 of the Indenture or any supplemental indenture entered into thereunder or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner taking into account the relevant provisions of the Indenture; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order to account for such Potential Adjustment Event. Dilution Adjustment Provisions: Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05 of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Merger Event” in Section 14.07 of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if (x) with respect to any Merger Event or any Tender Offer, (i) (A) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia and (ii) Dealer determines at any time following the occurrence of such Merger Event or Tender Offer that (A) such Merger Event or Tender Offer has had or will have an adverse effect on Dealer’s rights and obligations under the Transaction or (B) Dealer will incur or has incurred an increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the economic risk of entering into and performing its obligations with respect to the Transaction or (2) realize, recover or remit the proceeds of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the economic risk of entering into and performing its obligations with respect to the Transaction or (y) a Prohibited Foreign Transaction occurs, then, in the case of either clause (x) or clause (y), Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer results in a Conversion Date occurring prior to the Free Convertibility Date (any such conversion, an “Early Conversion”).

  • ADDITIONAL TERMS AND CONDITIONS This Annex A to the Second Amended and Restated Servicing Agreement, dated October 31, 2021 (the “Agreement”), among Xxxxx Bank and Xxxxx Trust Company, as Sellers, the Bank Assets Purchaser and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser, as Purchasers, and Guarantor (solely for purposes of Section 9.5 of the Agreement), is incorporated into and deemed part of the Agreement in all respects.

  • Original Terms Unmodified The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser, and which has been delivered to the Custodian or to such other Person as the Purchaser shall designate in writing, and the terms of which are reflected in the related Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian or to such other Person as the Purchaser shall designate in writing and the terms of which are reflected in the related Mortgage Loan Schedule;

  • Central Terms For Reference Only LETTER OF AGREEMENT #6 BETWEEN The Ontario Public School Board Association (hereinafter called ‘OPSBA’) AND The Elementary Teachers’ Federation of Ontario (hereinafter called the ‘ETFO’) AND

  • Commencement Date and Term This Agreement shall come into force on [insert date] and, subject to paragraph 1.2 below, shall continue in full force and effect until [insert date] OR [until all Services have been completed and all Goods and / or Deliverables have been delivered to the British Council’s satisfaction as set out in Schedule 2 (Specification)] (the “Term”). Notwithstanding anything to the contrary elsewhere in this Agreement, the British Council shall be entitled to terminate this Agreement by serving not less than [insert number of days] days’ written notice on the Supplier.

  • Entire Agreement; Applicable Riders Customer represents that the Assets deposited in the Accounts are (Check one): X [1] Employee Benefit Plan or other assets subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);