Takeda U.S. Financing Inc. Sample Contracts
TAKEDA U.S. FINANCING, INC. The Issuer TAKEDA PHARMACEUTICAL COMPANY LIMITED The Guarantor THE BANK OF NEW YORK MELLON Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH London Paying Agent THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH Registrar...Indenture • June 25th, 2025 • Takeda U.S. Financing Inc. • Pharmaceutical preparations • New York
Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.1. Definitions 1 SECTION 1.2. Compliance Certificates and Opinions 6 SECTION 1.3. Form of Documents Delivered to Trustee 7 SECTION 1.4. Acts of Holders; Record Dates 7 SECTION 1.5. Notices, Etc., to Trustee and the Issuer 9 SECTION 1.6. Notice to Holders; Waiver 10 SECTION 1.7. Effect of Headings and Table of Contents 10 SECTION 1.8. Successors and Assigns 10 SECTION 1.9. Separability Clause 10 SECTION 1.10. Benefits of Indenture 11 SECTION 1.11. Governing Law 11 SECTION 1.12. Consent to Jurisdiction; Waiver of Immunities 11 SECTION 1.13. Waiver of Jury Trial 11 SECTION 1.14. Payments Due on Non-Business Days 11 SECTION 1.15. Communications by Holders with Other Holders 12 SECTION 1.16. English Language 12 SECTION 1.17. Counterparts 12 SECTION 1.18. Conflict with any Provision of Indenture with Trust Indenture Act 12 SECTION 1.19. Force Majeure 12 SECTION 1.20. Foreign Account Tax Compliance Act (FATCA)
TAKEDA U.S. FINANCING, INC., AS ISSUER TAKEDA PHARMACEUTICAL COMPANY LIMITED, AS GUARANTOR [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENT [Name(s) of Representatives] Underwriting AgreementUnderwriting Agreement • June 25th, 2025 • Takeda U.S. Financing Inc. • Pharmaceutical preparations • New York
The Securities will be issued pursuant to an indenture, to be dated as of [ ], 2025 (the “[Base] Indenture”), among the Issuer, the Guarantor (as defined herein) and The Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to [an Officer’s Certificate of the Issuer] [a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”)]. [[The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Issuer and the Depositary.] [or] [Global securities representing the Securities shall be deposited with, or on behalf of, [ ] (the “Common Depositary”), a common depositary for Euroclear Bank SA/NV as operator of the Euroclear system or any success