TERMS AND CONDITIONS OF THE. NOTES [as set out in Schedule 3 of the Fiscal Agency Agreement] FISCAL AGENT AND PAYING AND TRANSFER AGENT REGISTRAR AND PAYING AND TRANSFER AGENT [—] or such other or further Paying and Transfer Agents or specified offices as may from time to time be appointed by the Issuer and notice of which has been given to the Noteholders. SCHEDULE 2 FORM OF GLOBAL NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (TOGETHER WITH ANY SUCCESSOR SECURITIES CLEARING AGENCY, “EUROCLEAR”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND SUBJECT TO ANY APPLICABLE 40-DAY DISTRIBUTION COMPLIANCE PERIOD IN ACCORDANCE WITH REGULAT...
TERMS AND CONDITIONS OF THE. Warranty (prepared by the Tenderer), provided that they shall apply to the extent they do not limit the rights of the Ordering Party described in the Specification, the Agreement and the Supply Agreement;
TERMS AND CONDITIONS OF THE. DEBENTURES Section 2.1 Designation, Denomination and Principal Amount . . . . . . . . . . . . . . . . . . . 5 Section 2.2 Maturity . . . . . . . . . . . . . . . . . . 5 Section 2.3 Global Debentures . . . . . . . . . . . . . . 5 Section 2.4 Interest . . . . . . . . . . . . . . . . . . 6 SECTION 2.5 REDEMPTION . . . . . . . . . . . . . . . . . 7 Section 2.6 [Intentionally Omitted] . . . . . . . . . . . 7 Section 2.7
TERMS AND CONDITIONS OF THE. STOCK OPTION AGREEMENT
TERMS AND CONDITIONS OF THE. Payment Card mean this document, which sets forth the rights and obligations of Wallester and the Cardholder for the provision of services provided by Wallester to the Cardholder.
TERMS AND CONDITIONS OF THE. TOKEN SALE These terms and conditions (the "Terms and Conditions") governing the application through xxxxx://xxxxxx-xxxxxx.xxxxxx.xxxxxxx/ for the sale and purchase of Camino (also referred to as "CAM") tokens (the "Tokens") are entered into by and between Camino Network Foundation ("we", "our" or "us"), located in Zug, Switzerland, and you ("you" or "your") as an applicant for the sale and purchase of the Tokens and a Buyer of the Tokens (the "Token Sale"). These Terms and Conditions apply to your participation in the Token Sale application at xxxxx://xxxxxx- xxxxxx.xxxxxx.xxxxxxx (the "Application") and, in addition to any other terms and conditions of the Token Sale, describe the requirements for using the Application for the Token Sale and the Token Sale. YOUR PARTICIPATION IN THE TOKEN SALE IS ENTIRELY VOLUNTARY, BUT IF YOU DO PARTICIPATE IN THE TOKEN SALE, YOU MUST STRICTLY ABIDE BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING:
TERMS AND CONDITIONS OF THE. Letter(s) of Commitment
TERMS AND CONDITIONS OF THE. 2025 BONDS The following are the terms and conditions substantially in the form in which they will appear on the reverse of each of the definitive certificates evidencing the 2025 Bonds. The EUR750,000,000 zero coupon bonds due 2025 (the “Bonds”) of the Ministry of Finance of the People’s Republic of China (the “Ministry of Finance”) are the subject of a fiscal agency agreement dated on or about 25 November 2020 (the “Fiscal Agency Agreement”) between the Ministry of Finance and Bank of Communications Co., Ltd. Hong Kong Branch as the fiscal agent, principal paying agent, CMU lodging agent, transfer agent and registrar. The fiscal agent, principal paying agent, CMU lodging agent, transfer agent and registrar for the time being and the paying agents to be appointed by the Ministry of Finance in the future are referred to below respectively as the “Fiscal Agent”, the “Principal Paying Agent”, the “CMU Lodging Agent”, the “Transfer Agent”, the “Registrar” and the “Paying Agents” (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Bonds. Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified office of the Fiscal Agent. The holders of the Bonds are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them. Words and expressions defined in the Fiscal Agency Agreement shall have the same meanings where used in these terms and conditions (the “Conditions”) unless the context otherwise requires or unless otherwise stated.
TERMS AND CONDITIONS OF THE. Common Stock Offering Issuer: Strategic Hotels & Resorts, Inc. Symbol: BEE Shares offered: 66,000,000 (excluding option to purchase 9,900,000 additional shares of common stock) Shares outstanding after offering: 141,377,509 (excluding option to purchase up to 9,900,000 additional shares of common stock) Public offering price per share: $ 4.60 Proceeds after deducting underwriting discounts and commissions, and before expenses: $ 289,938,000 (excluding option to purchase up to 9,900,000 additional shares of common stock) Closing date: May 19, 2010 CUSIP: 00000X000 Increase in authorized shares of common stock: In connection with the offering, the Company’s board of directors has approved an increase in the number of shares of common stock that the Company is authorized to issue from 150,000,000 to 250,000,000, and the Company’s charter will be amended accordingly prior to the closing of the offering. Underwriters: X.X. Xxxxxx Securities Inc., Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Xxxxxxx Xxxxx & Associates, Inc. The issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement thereto) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus in that registration statement (including the documents incorporated by reference therein) and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send to you the prospectus and preliminary prospectus supplement if you request it by calling X.X. Xxxxxx Securities Inc. at (000) 000-0000, Deutsche Bank Securities Inc. at (000) 000-0000, BofA Xxxxxxx Xxxxx at (000) 000-0000, Citigroup Global Markets Inc. at (000) 000-0000 or Xxxxxxx Xxxxx & Associates, Inc. at (000) 000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B Pricing Term Sheet None Exhibit A FORM OF LOCK-UP AGREEMENT , 2010 X.X. Xxxxxx Securities Inc. Deutsche Bank Securities Inc. c/o X.X...
TERMS AND CONDITIONS OF THE. PUBLIC OFFER (6)
