Form of Terms Agreement Sample Clauses

Form of Terms Agreement. KeyCorp (An Ohio corporation) [Senior Medium-Term Notes, Series O] [Subordinated Medium-Term Notes, Series P] TERMS AGREEMENT , 20[ ] Attention: Re: Distribution Agreement dated June [ ], 2017 (the “Distribution Agreement”) Subject to the Distribution Agreement, [the undersigned agrees to purchase the following principal amount of Notes: $ ] [each of the undersigned purchasers agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $ [ ] [Agent] $ [ ] [Agent] $ [ ] Total $ [ ] Title: Principal Amount: Specified Currency: [Initial Public Offering Price: [Initial]* Interest Rate: [Index Maturity:]* [Interest Rate Basis:]* [Maximum Interest Rate:]* [Minimum Interest Rate:]* [Interest Determination Dates:]* [Interest Reset Dates:]* [Interest Payment Dates: Maturity Date:] [Spread:]* [Spread Multiplier:]* [Interest Period:]* [Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]* Purchase Price: % Price to Public: % Time of Delivery and Time and Place: Redemption Provisions, if any: Initial Redemption Date[s]: Additional Redemption Dates: Initial Redemption Percentage: Additional Redemption Percentage Reduction: [Currency of denomination:]** [Denominations:]** [Currency of payment:]** [Original Issue Discount Note:] [Initial Accrual Period OID:] [Other provisions:] Exceptions, if any, to Section 4(i) of the Distribution Agreement: The Applicable Time means [a.m./p.m.] (Eastern time) on . [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
Sample 1
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Form of Terms Agreement. COMPANY [•] Attention: As Representatives of the several Underwriters Ladies and Gentlemen: [•], an [•] corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement attached hereto (the “Underwriting Agreement”) to issue and sell to the Underwriters named in Schedule A hereto (the “Underwriters”) the Securities specified herein (the “Designated Securities”). The Representatives of the several Underwriters named in this Terms Agreement shall be deemed to be “Representatives” under the Underwriting Agreement. Except to the extent amended hereby, each of the provisions of the Underwriting Agreement are incorporated herein by reference in their 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. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Subject to the terms and conditions set forth herein 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 the purchase price to the Underwriters set forth below, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule A hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. You represent that you are authorized on behalf of yourselves and each of the Underwriters to enter into this Terms Agreement. ISSUER: [•].
Sample 1
Form of Terms Agreement. KeyCorp (An Ohio corporation) [Senior Medium-Term Notes, Series [ ]] [Subordinated Medium-Term Notes, Series [ ]] TERMS AGREEMENT , 20[ ] Attention: Re: Distribution Agreement dated [ ], 2014 (the “Distribution Agreement”) Subject to the Distribution Agreement, [the undersigned agrees to purchase the following principal amount of Notes: $ ] [each of the undersigned purchasers agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $ [ ] [Agent] $ [ ] [Agent] $ [ ] Total $ [ ]] Title: Principal Amount: Specified Currency: [Initial Public Offering Price: [Initial]* Interest Rate: [Index Maturity:]* [Interest Rate Basis:]* [Maximum Interest Rate:]* [Minimum Interest Rate:]* [Interest Determination Dates:]* [Interest Reset Dates:]* [Interest Payment Dates: Maturity Date:] [Spread:]* [Spread Multiplier:]* [Interest Period:]* [Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]* Purchase Price: % Price to Public: % Time of Delivery and Time and Place: Redemption Provisions, if any: Initial Redemption Date[s]: Additional Redemption Dates: Initial Redemption Percentage: Additional Redemption Percentage Reduction: [Currency of denomination:]** [Denominations:]** [Currency of payment:]** [Original Issue Discount Note:] [Initial Accrual Period OID:] [Other provisions:] Exceptions, if any, to Section 4(i) of the Distribution Agreement: The Applicable Time means [a.m./p.m.] (Eastern time) on . [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
Sample 1
Form of Terms Agreement. M&T Bank Corporation, a New York corporation [Senior Medium-Term Notes, Series A] [Subordinated Medium-Term Notes, Series B] [ % [Senior]/[Subordinated] Notes due , 20 ] TERMS AGREEMENT As of , 20 Attention: Re: Distribution Agreement, dated as of September 22, 2023 (the “Distribution Agreement”), between M&T Bank Corporation (the “Company”) and the other parties named therein, in connection with the distribution of Medium-Term Notes of the Company. Subject to the Distribution Agreement, [the undersigned Agent agrees to purchase the following principal amount of Notes: $ ] [each of the undersigned Agents (collectively, the “Underwriters”) agree severally and not jointly to purchase from you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement: Name Principal Amount of Notes [Agent] $[ ] [Agent] $[ ] [Agent] $[ ] Total $[ ] ] The terms of the Notes are set forth in the term sheet attached as an Annex hereto. The Applicable Time means [a.m./p.m.] (Eastern time) on 20 . Purchase price to the Underwriters is % of the principal amount of Notes. The Time of Delivery will be [9:30 a.m.], New York City time, on , 20 , or at such other time and date as the Company and the undersigned Agent[s] may agree upon in writing. [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered:
Sample 1

Related to Form of Terms Agreement

  • Termination of Terms Agreement If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

  • Terms Agreement The Representatives may terminate the applicable Terms Agreement, by notice to the Company, at any time at or prior to the Closing Time or any relevant Date of Delivery, if (i) there has been, since the time of execution of such Terms Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto, after the date of the applicable Terms Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) (a) trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (or any successor thereto), or (b) if trading generally on the New York Stock Exchange or in the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) a banking moratorium has been declared by either Federal or New York authorities or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related foreign country or countries, or (v) there has occurred, since the time of execution of such Terms Agreement, a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by a NRSRO, or since the time of execution of such Terms Agreement, any such NRSRO shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

  • Termination of a Terms Agreement An Agent party to a Terms Agreement may terminate such Terms Agreement (as to itself only) immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto if (i) there has been, between the date of such Terms Agreement and the related Settlement Date, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of such Terms Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or (v) after the date of such Terms Agreement the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such Terms Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a "watch list" with negative implications.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Appointment of Manager as Selling Agent; Terms Agreement For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of selling the Shares of the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that, whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2 of this Agreement.

  • Omnibus Instrument; Execution and Incorporation of Terms The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Principal Life, PFG, PFSI, the Custodian and the Indenture Trustee. All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:

  • Term of Agreement; Amendment; Assignment A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.

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