Form of Face of Security Sample Clauses: 2k Samples

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 3 contracts

Sources: Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) a Series A Security is sold under an effective Registration Statement or (ii) a Series A Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASO▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇ "▇▇▇▇▇▇▇▇D INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If~~ Legend if Security is a Global Security~~, as required by Section 2.04 of this Indenture, insert—~~] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE~~ OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE ~~THEREOF~~ AND ~~NO SUCH TRANSFER MAY~~ TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE ~~REGISTERED, EXCEPT~~ LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE ~~LIMITED CIRCUMSTANCES DESCRIBED~~ RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY ~~SECURITY~~ SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. [Legend for all Series A Securities, Whether or not a Global Security] NOTHE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR INDEBTEDNESS; AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE. ~~U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~UNITED AUTO GROUP, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.------------------

Appears in 3 contracts

Sources: Indenture (Uag Connecticut I LLC), Indenture (HBL LLC), Indenture (Uag Mentor Acquisition LLC)

Form of Face of Security. FIRST EMPIRE STATE CORPORATION [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE CAPITAL SECURITIES.] ~~[If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK~~ No._______________ $________________ FIRST EMPIRE STATE CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of ~~United States~~ ___________ Dollars ~~[state other currency]~~ on ~~, 20~~ __________, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than _____________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than ___________]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ __________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , _____________ at the rate of __% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—~~insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest~~demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the [___________ or ___________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert~~— (The principal~~ --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this ~~Security shall not bear interest except in~~ Security, from time to time to defer the ~~case of a default in~~ payment of ~~principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of~~ interest on this Security ~~shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment~~ for up to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)______________ consecutive [monthly] [~~If a Global Security, insert—~~ quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~Payment of the principal of [(and premium, if any)] and~~ each an "Extension Period") [if applicable, ~~insert—any such]~~ insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on ~~this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as~~ any Interest Payment Date, and] at the ~~time~~ end of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of which the Company ~~maintained for that purpose in~~ shall pay all interest then accrued and unpaid including Additional Interest, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest ~~may be made at the option~~ or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ~~through the Paying Agent by [United States Dollar] [state~~ that rank pari passu in all respects with or junior in interest to this Security (other ~~currency] check mailed to the addresses~~ than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the ~~Persons entitled thereto as such addresses shall appear~~ Company in connection with any employment contract, benefit plan or other similar arrangement with or for the ~~Security Register] [~~benefit of any one or ~~by transfer to a [United States Dollar] [state other currency] account maintained by the payee~~ more employees, officers, directors or consultants, in connection with a ~~bank~~ dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (~~so long~~ or securities convertible into or exercisable for such capital stock) as ~~the applicable Paying Agent has received proper transfer instructions~~ consideration in ~~writing by the Record Date~~ an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed ________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date~~)].] Reference is hereby made~~ . Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the ~~further provisions~~ above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of __% per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this ~~Security set forth~~ Security, from the date on ~~the reverse hereof,~~ which ~~further provisions shall for all purposes~~ such amounts would otherwise have ~~the same effect as if set forth at this place. Unless the certificate of authentication hereon has~~ been ~~executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture~~ due and payable until paid or ~~be valid or obligatory for any purpose.~~made available for

Appears in 2 contracts

Sources: Junior Subordinated Indenture (First Empire Capital Trust I), Junior Subordinated Indenture (First Empire State Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY — THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Borland Software Corp), Indenture (Dexcom Inc)

Form of Face of Security. ~~[Insert any~~ The following legend ~~required by~~ shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE ISSUER, ~~EXCEPT IN~~ ANY GUARANTOR, THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~FOR ALL PURPOSES. The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY, A NEW YORK CORPORATION~~COMPANY (“DTC”), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. CUSIP No. ~~] FINANCIAL INSTITUTIONS, INC~~ISIN No. ~~a New York corporation~~ U.S.$ WPP Finance 2010 (herein called the “~~Company~~Issuer”, which term includes any ~~successor~~ Successor Person under the Indenture hereinafter referred to), an unlimited liability company organized and existing under the laws of England and Wales, for value received, hereby promises to pay to , or registered assigns, [include if this Security is a Global Security — the initial principal amount specified on Schedule A hereto (such initial principal amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “principal”)] [include if this Security is not a Global Security — the principal sum of ~~United States Dollars [state other currency~~Dollars] on ~~, 20 ,~~ or any other Maturity Date. [if the Security is to bear interest prior to Maturity, ~~insert—~~insert — This Note shall bear interest at the rate of [ ]% per annum, ~~and to pay interest thereon~~ from [ ], ~~20 ,~~ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually on and in each year, commencing , at~~ as the ~~rate of % per annum~~case may be, until the principal hereof is paid or made available for ~~payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]~~payment. ~~[If applicable, insert (The amount of interest payable for any period~~ Interest shall be ~~computed~~ payable semi-annually on ~~the basis of twelve 30-day months~~ [ ] and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A~~ each an “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment ~~Date will~~Date”), ~~as provided in such Indenture~~beginning on [ ], ~~be paid~~ [ ], to the ~~Person~~ Holders in whose ~~name~~ names this ~~Security (or one or more Predecessor Securities)~~ Note is registered at the close of business on the Regular Record Date ~~for such interest, which shall be~~ immediately preceding the ~~or (whether or not a Business Day), as the case may be, next preceding such~~ related Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.] [if applicable, insert — ; Any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. Any interest payable, but not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on ~~any~~ overdue principal ~~that~~ or premium which is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest on interest shall be legally enforceable), ~~which shall accrue~~ from the date of such demand until the amount so demanded is paid or made available for ~~payment to the date payment of such interest has been made or duly provided for, and such~~ payment. Interest on any overdue interest shall ~~also~~ be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of of, [~~(and~~ premium, if any),] and [if applicable, ~~insert—any such~~insert — interest] ~~interest~~ on this Security ~~will~~ shall be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture; provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the ~~Company~~ Issuer maintained for that purpose in New York, [New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , against surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Issuer, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register [if applicable, insert — ; and provided, further, that at the option of the ~~Company through~~ Issuer payments of any interest on the ~~Paying Agent~~ Securities (other than at Maturity) may be made, in the case of a registered Holder of at least U.S.$5,000,000 principal amount of Securities, by [electronic funds transfer of immediately available funds to a United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] dollar account maintained by the ~~payee with a bank in~~ payee; provided such registered Holder so elects by giving written notice to the Trustee or the Principal Paying Agent designating such account, no later than 15 days immediately preceding the relevant date for payment (~~so long~~ or such other date as the ~~applicable Paying Agent has received proper transfer instructions~~ Trustee may accept in ~~writing~~ its discretion). Unless such designation is revoked, any such designation made by ~~the Record Date prior~~ such Holder with respect to ~~the applicable Interest Payment Date)]~~such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (WPP PLC), Indenture (WPP Finance 2010)

Form of Face of Security. ~~[Insert any~~ The following legend ~~required by~~ shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE COMPANY, ~~EXCEPT IN~~ THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~FOR ALL PURPOSES. The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. ______ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~_________ U.S.$ ISIN No. ________ ____ América Móvil, ~~INC. a New York corporation~~ S.A. de C.V. (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), a sociedad anónima de capital variable organized and existing under the laws of Mexico, for value received, hereby promises to pay to to________________, or registered assigns, the principal sum of ~~United States~~ ________________________ Dollars ~~[state other currency]~~ on ~~, 20 ,~~ __________________________ [if the Security is to bear interest prior to Maturity, ~~insert~~insert —, and to pay interest thereon from ~~, 20 ,~~ _______ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ______ and _______ in each year, ~~commencing~~ commencing________, and at the Maturity thereof, at the rate ~~of %~~ of_____% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert~~insert —, provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate ~~of %~~ of_____% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will~~shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____ or _____ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert — any such] interest on this Security ~~will~~ shall be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , against surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (America Movil Sa De Cv/), Indenture (Mobile Radio Dipsa)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security which is a Rule 144A Global Security and such Initial Security which is a Regulation S Global Security shall each bear the respective legend set forth below (a "Private Placement Legend") on the face thereof: [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Legend if Rule 144A Global Security] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. [If Legend if Regulation S Global Security] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. [Legend if Security is a Global Security~~, as required by Section 2.04 of this Indenture, insert—~~] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF~~OF A DEPOSITORY. THIS SECURITY ~~MAY~~ IS NOT ~~BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED~~ EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME ~~OF, ANY~~ OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE ~~REGISTERED,~~ REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ KROGER CO. OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE KROGER CO.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Third Supplemental Indenture (Wydiv Inc), First Supplemental Indenture (Kroger Co)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the United States Internal Revenue Code ~~and~~ or the regulations thereunder.] [If a Global ~~Security, as~~ Security,—insert legend required by Section ~~2.04~~ 204 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert~~insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NONo . ~~U.S.$~~ . . . . . . U.S. $. . . . . . [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Frontier Oil Corp /New/), Indenture (Frontier Oil Corp /New/)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as - insert legend required by Section 2.04 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert - UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP~~ No~~. ] FINANCIAL INSTITUTIONS~~_________ $_______ DXP Enterprises, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Texas (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on ~~, 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert –, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on and in each year, commencing , and at the Maturity thereof, at the rate of % per annum, until the principal hereof is paid or made available for payment [if ~~applicable~~applicable insert --, ~~insert—~~provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum on (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and any ~~overdue principal and premium and~~ such interest on any overdue installment ~~of interest].~~ shall be payable on demand.] [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. -- In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.~~)].~~ ] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will,~~ will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert – The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert— (~~insert -- Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert -- any such] interest on this Security ~~will~~ [may be made pursuant to the Applicable Procedures of the Depositary as permitted in such Indenture][will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]].] [If a ~~Definitive~~ definitive Security, ~~insert— (~~insert --] Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert – any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____ in ___ and ____ in ________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [______] (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 [______] days prior to the payment date)] [if applicable, insert (; –; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Regular Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (DXP Enterprises Inc), Subordinated Indenture (DXP Enterprises Inc)

Form of Face of Security. ~~[Insert any~~ The following legend ~~required by~~ shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE COMPANY, ~~EXCEPT IN~~ THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~FOR ALL PURPOSES. The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Telefonos de Mexico, S.A. de C.V. ---------- No. ---------- CUSIP No. ~~] FINANCIAL INSTITUTIONS~~$ ------------- -------- Telefonos de Mexico, ~~INC.~~ S.A. de C.V., a ~~New York corporation~~ sociedad anonima de capital variable organized and existing under the laws of Mexico (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ ----------------------- Dollars ~~[state other currency]~~ on ~~, 20 ,~~ -------------------------- ----------------------------------------- [if the Security is to bear interest prior to Maturity, ~~insert—~~insert -- , and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment ---------------- Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , and at ------------ ----------- -------------- the Maturity thereof, at the rate of % per annum, until the principal hereof --- is paid or made available for payment [if applicable, ~~insert—~~insert -- , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of % per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that --- the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or ------- ------- (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for ~~shall~~ on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of ---- such interest shall be legally enforceable), ~~which shall accrue~~ from the ~~date of~~ dates such ~~default in payment to the date payment of such principal has been~~ amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert -- any such] interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , against surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Telefonos De Mexico S a De C V), Indenture (Telefonos De Mexico S a De C V)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ~~EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION~~ SECURITIES ACT OF ~~TRANSFER OF~~1933, AS AMENDED (THE “SECURITIES ACT”), OR ~~IN EXCHANGE FOR OR IN LIEU OF~~ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY ~~SHALL~~ NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, OR OF A ~~GLOBAL SECURITY SUBJECT~~ BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE ~~FOREGOING~~BENEFIT OF EVERGREEN SOLAR, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable~~INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, ~~insert—UNLESS~~ SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN OR ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF A SECURITY PRIOR TO DATE THAT IS ~~PRESENTED~~ THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY ~~AN AUTHORIZED REPRESENTATIVE OF~~ RULE 144 UNDER THE ~~DEPOSITORY TRUST COMPANY~~SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, ~~A NEW YORK CORPORATION~~AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT IS PURCHASING FOR ITS ~~AGENT~~ OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION ~~OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE~~ REQUIREMENTS OF THE ~~DEPOSITORY TRUST COMPANY (AND~~ SECURITIES ACT, INCLUDING RULE 144, IF AVAILABLE. PRIOR TO ANY ~~PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)~~OFFER, ~~ANY TRANSFER~~SALE, PLEDGE OR TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER ~~USE HEREOF FOR VALUE OR OTHERWISE BY OR~~ INFORMATION SATISFACTORY TO EACH OF THEM IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY ~~PERSON IS WRONGFUL IN AS MUCH AS~~ EXEMPTION FROM THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]3

Appears in 2 contracts

Sources: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)

Form of Face of Security. ~~[Insert any legend required by~~ If the ~~United States Internal Revenue Code and the regulations thereunder.] [If~~ Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~then insert - THIS ----------------------------------------------------- SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—~~AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY [THE INITIAL INVESTOR][AN INVESTOR WHO WAS PRIOR TO THE DISTRIBUTION OF THIS SECURITY HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL INVESTOR THEREOF] (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A ~~GLOBAL~~ QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE OR TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE ~~INDENTURE HEREINAFTER REFERRED TO~~ SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND ~~IS REGISTERED IN~~ OTHER JURISDICTIONS OF THE ~~NAME OF A DEPOSITARY OR A NOMINEE THEREOF~~UNITED STATES. IF THIS SECURITY IS OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, IT MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.] NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")(EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ~~NAME OF~~ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY ~~PERSON OTHER THAN~~ PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE ~~DEPOSITARY~~ EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A ~~NOMINEE THEREOF~~ PLAN ASSET ENTITY AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, IS NOT PURCHASING THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO~~ ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE ~~FOREGOING~~EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable~~95-60, ~~insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY~~91-38, ~~A NEW YORK CORPORATION, TO THE COMPANY~~ 90-1 OR ~~ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE~~ 84-14 OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH ~~OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE~~ PURCHASE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]HOLDING. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. -THE RECEIPT AND ACCEPTANCE OF THIS SECURITY OR --------------------- ANY INTEREST HEREIN BY OR ON BEHALF OF THE HOLDER HEREOF OR ANY BENEFICIAL OWNER SHALL CONSTITUTE THE ACCEPTANCE BY THE HOLDER HEREOF AND ALL OTHERS HAVING A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]BENEFICIAL INTEREST IN THIS SECURITY OF ALL OF THE TERMS AND PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO HEREIN.] ~~[If a Definitive~~ THE PMI GROUP, INC. (Title of Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this placeNo. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Appears in 2 contracts

Sources: Junior Subordinated Indenture (Pmi Group Inc), Junior Subordinated Indenture (Pmi Capital I)

Form of Face of Security. (a) The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then (A) the U.S. Global Security and each U.S. Physical Security shall bear the legend set forth below (the "Private Placement Legend") on the face thereof and (B) the Offshore Global Security and each Permanent Offshore Physical Security shall bear the Private Placement Legend on the face thereof until at least 41 days after the Issue Date: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ▇▇▇▇▇▇ ▇▇▇ [~~Insert any~~ Each global security, whether or not an initial security, shall also bear the following legend ~~required by~~ on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~face thereof:] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE~~ OF A DEPOSITARY OR A ~~NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. ~~EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION~~ TRANSFERS OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ~~SUBJECT~~ SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY ~~SECURITY~~ SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] . 10% SENIOR NOTES DUE 2007, SERIES A CUSIP NO. ~~U.S.$ [CUSIP~~ __________ No~~. ] FINANCIAL INSTITUTIONS~~._______________ $__________________ Di Giorgio Corporation, ~~INC.~~ a ~~New York~~ Delaware corporation (herein called the “"Company”, ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , ___________ or registered assigns, the principal sum of __________ United States ~~Dollars [state other currency]~~ dollars on June 15, 20 2007, ~~[if~~ at the ~~Security is~~ office or agency of the Company referred to ~~bear interest prior to Maturity, insert—~~below, and to pay interest thereon from June 20, 20 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on June 15 and December 15 in each year, commencing December 15, 1997 at the rate of 10% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or ~~made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]~~duly provided for. ~~[If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period~~ Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day ~~months~~ months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement (the "Registration Rights Agreement") among the Company and the ~~days elapsed~~ Initial Purchasers, dated June 20, 1997, pursuant to which, subject to the terms and conditions thereof, the Company is obligated to consummate the Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10% Senior Notes due 2007, Series B (herein called the "Series B Securities") in ~~any partial month~~like principal amount as provided therein. The Series A Securities and the Series B Securities are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. In the event that ~~any date on which interest is payable on this Security~~ (a) the Exchange Offer Registration Statement is not ~~a Business Day, then a payment~~ filed with the Commission on or prior to the 60th calendar day following the date of original issue of the ~~interest payable~~ Series A Securities, (b) the Exchange Offer Registration Statement has not been declared effective on ~~such~~ or prior to the 120th calendar day following the date ~~will~~ of original issue of the Series A Securities, (c) the Exchange Offer is not consummated on or prior to the 150th calendar day following the date of original issue of the Series A Securities or a Shelf Registration Statement is not declared effective on or prior to the 150th calendar day following the date of original issue of the Series A Securities (or, if a Shelf Registration Statement is required to be ~~made on~~ filed because of the ~~next succeeding day which is a Business Day (and without~~ request by any ~~interest or other payment in respect of~~ Initial Purchaser, 30 days following the request by any such ~~delay~~Initial Purchaser that the Company file the Shelf Registration Statement) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (~~iii~~d) the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable within the applicable period, as provided in the Registration Rights Agreement (each such event referred to in clauses (a) through (d) above, a ~~day on~~ "Registration Default"), the interest rate borne by the Series A Securities (except in the case of clause (c), in which case only the ~~Corporate Trust Office of~~ Series A Securities which have not been exchanged in the ~~Trustee is closed for business.)].~~ Exchange Offer) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor ~~Securities~~Security) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for~~ for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record ~~Date~~ Date, and may either be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor ~~Securities~~Security) is registered at the close of business on a Special Record Date for the payment of such ~~Defaulted Interest~~ defaulted interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ this Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal ~~of [(and~~ of, premium, if any)] , and ~~[if applicable~~interest on, ~~insert—any such] interest on~~ this ~~Security will be made by~~ Security, and exchange or transfer of ~~immediately available funds to a bank account designated by~~ the ~~Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive~~ Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security~~ will be made at the office or agency of the Company in The City of New York maintained for that purpose in (which initially will be the Corporate Trust Office of the Trustee), [or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in on the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Di Giorgio Corp), Indenture (Di Giorgio Corp)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as - insert legend required by Section 2.04 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert - UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP~~ No~~. ] FINANCIAL INSTITUTIONS~~_________ $_______ Magnum Hunter Resources Corporation, ~~INC.~~ a ~~New York~~ corporation duly organized and to existing under the laws of the State of Delaware (herein called the ~~“Company”,~~ Company which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on ~~, 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert –, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if ~~applicable~~applicable insert --, ~~insert—~~provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest].~~ such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment.] [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. -- In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will,~~ will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert – The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on ~~any~~ overdue principal ~~that~~ or premium which is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest on interest shall be legally enforceable), ~~which shall accrue~~ from the date of such demand until the amount so demanded is paid or made available for ~~payment to the date payment of such interest has been made or duly provided for, and such~~ payment. Interest on any overdue interest shall ~~also~~ be payable on demand.)] [If a Global Security, ~~insert— (~~insert -- Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert -- any such] interest on this Security will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a ~~Definitive~~ definitive Security, ~~insert— (~~insert --] Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert – any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____ in ___ and ____ in ________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [______] (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 [______] days prior to the payment date)] [if applicable, insert (; –; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Subordinated Indenture (Magnum Hunter Resources Corp), Indenture (Magnum Hunter Resources Corp)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE ~~MEANING~~ SECURITIES ACT OF 1933, AS AMENDED (THE ~~INDENTURE HEREINAFTER REFERRED TO~~ "SECURITIES ACT"), AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TOEXCEPT (A) BY AN INVESTOR WHO WAS, PRIOR TO THE DISTRIBUTION OF THIS SECURITY, HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL PURCHASER THEREOF (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR ~~REGISTERED~~ FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR ~~EXCHANGED FOR~~ RULE 904 OF REGULATION S UNDER THE SECURITIES ~~REGISTERED IN~~ ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ~~NAME OF, ANY PERSON OTHER THAN~~ SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~DEPOSITARY OR A NOMINEE THEREOF~~ SECURITIES ACT AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY ~~SHALL~~ IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) THAT IS AN INSTITUTIONAL INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. NO REPRESENTATION CAN BE ~~A GLOBAL SECURITY SUBJECT~~ MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS~~ AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS SECURITY. THE HOLDER OF THIS SECURITY ~~IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF~~ AGREES THAT IT WILL COMPLY WITH THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO~~FOREGOING RESTRICTIONS. ~~OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY~~ USF&G CORPORATION (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] Title of Security) CUSIP NO. ~~U.S.$ [CUSIP~~ No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Appears in 2 contracts

Sources: Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Minefinders Corp Ltd.), Indenture (Minefinders Corp Ltd.)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as - insert legend required by Section 2.04 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert - UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP~~ No~~. ] FINANCIAL INSTITUTIONS~~_________ $_______ Pioneer Drilling Company, ~~INC.~~ a ~~New York~~ corporation duly organized and existing under the laws of the State of Texas (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on ~~, 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert –, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on and in each year, commencing , and at the Maturity thereof, at the rate of % per annum, until the principal hereof is paid or made available for payment [if ~~applicable~~applicable insert --, ~~insert—~~provided that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum on (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and any ~~overdue principal and premium and~~ such interest on any overdue installment ~~of interest].~~ shall be payable on demand.] [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. -- In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.~~)].~~ ] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will,~~ will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert – The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert— (~~insert -- Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert -- any such] interest on this Security ~~will~~ [may be made pursuant to the Applicable Procedures of the Depositary as permitted in such Indenture][will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]].] [If a ~~Definitive~~ definitive Security, ~~insert— (~~insert --] Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert – any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ____ in ___ and ____ in ________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [______] (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 [______] days prior to the payment date)] [if applicable, insert (; –; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Subordinated Indenture (Pioneer Drilling Co), Indenture (Pioneer Drilling Co)

Form of Face of Security. ~~[Insert any legend required by~~ The following legends shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR A NOMINEE ~~THEREOF~~OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. No. [ ] ~~NO. U.S.$ [~~CUSIP No. [ ] ~~FINANCIAL INSTITUTIONS~~$ [ ] VALE OVERSEAS LIMITED, ~~INC.~~ a ~~New York corporation~~ company organized and existing under the laws of the Cayman Islands (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [ ], or registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] ~~on , 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert — , and to pay interest thereon from ~~, 20 ,~~ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [ ] and [ ] in each year, commencing [ ], and at the Maturity thereof, at the rate of [ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of [ ]% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for ~~shall~~ on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, ~~upon redemption~~ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of [ ]% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert — any such] interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States ~~of America~~ as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , upon surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest payable on an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. By: Name: Title: By: Name: Title:

Appears in 2 contracts

Sources: Indenture (Vale Overseas LTD), Indenture (Companhia Vale Do Rio Doce)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, OR OF A BENEFICIAL INTEREST HEREIN~~.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~, THE HOLDER: (1) REPRESENTS, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF EVERGREEN SOLAR, INC. ~~a New York corporation~~ (~~herein called the~~ THE “~~Company~~COMPANY”) THAT IT WILL NOT OFFER, ~~which term includes any successor Person under the Indenture hereinafter referred to)~~SELL, ~~for value received~~PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN OR ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF A SECURITY PRIOR TO DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, ~~hereby promises to pay to~~ AND (Y) SUCH LATER DATE, ~~or registered assigns~~IF ANY, ~~the principal sum of United States Dollars [state other currency] on~~ AS MAY BE REQUIRED BY APPLICABLE LAW, 20 EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, ~~[if the Security is to bear interest prior to Maturity~~OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, ~~insert—~~OR (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, ~~and to pay interest thereon from~~ TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, 20 ALL IN COMPLIANCE WITH RULE 144A, ~~or from the most recent Interest Payment Date to which interest has been paid or duly provided for~~OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ~~semi-annually on and in each year~~INCLUDING RULE 144, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for businessIF AVAILABLE.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If this Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture, insert—~~insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH U.S.B. HOLDING CO., INC. (THE "CORPORATION") OR ANY AFFILIATE OF THE CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A ~~GLOBAL SECURITY~~ "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ~~INDENTURE HEREINAFTER REFERRED TO~~ SECURITIES ACT ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND ~~IS REGISTERED IN THE NAME OF~~ NOT WITH A ~~DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED~~ VIEW TO, OR ~~REGISTERED~~ FOR OFFER OR ~~EXCHANGED FOR SECURITIES REGISTERED~~ SALE IN ~~THE NAME OF~~CONNECTION WITH, ANY ~~PERSON OTHER THAN~~ DISTRIBUTION IN VIOLATION OF THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OFSECURITIES ACT, OR ~~IN EXCHANGE FOR OR IN LIEU OF~~(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ~~THIS SECURITY SHALL BE A GLOBAL SECURITY~~ SUBJECT TO THE ~~FOREGOING~~CORPORATION'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, ~~EXCEPT~~ SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ~~SUCH LIMITED CIRCUMSTANCES~~ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION OR THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & U.S.B. HOLDING CO., ~~HAS AN INTEREST HEREIN.] NO~~INC. ~~U.S.$ [CUSIP~~ (Title of Security) No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$

Appears in 2 contracts

Sources: Junior Subordinated Indenture (Usb Holding Co Inc), Junior Subordinated Indenture (Usb Holding Co Inc)

Form of Face of Security. ACCEPTANCE INSURANCE COMPANIES INC. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CONo. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO$ ACCEPTANCE INSURANCE COMPANIES INC., ~~HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC.~~ a ~~New York~~ Delaware corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of ~~United States~~ _________ Dollars ~~[state other currency]~~ on ~~, 20~~ ________, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than ___________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than _________]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , ______________ at the rate of __% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—~~insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest~~demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the [__________ or ____________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert— --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to _________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~The~~ each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of __% per annum, ~~which shall accrue~~ compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such ~~default in payment to~~ Issuer Trust would be payable but for such deferral, and (ii) the date ~~payment~~ on which the Property Trustee of such ~~principal has been made~~ Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such ~~demand for payment~~ Distributions are payable, but in any event not less than one Business Day prior to ~~the date payment of~~ such ~~interest has been made or duly provided for, and such interest shall also be payable on demand~~record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [~~if applicable, ~~insert—any such] interest on this Security will be made~~ insert--; provided, however that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Junior Subordinated Indenture (Aici Capital Trust), Junior Subordinated Indenture (Aici Capital Trust)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as — insert legend required by Section 2.04 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~No $ GreenHunter Energy, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and to existing under the laws of the State of Delaware (herein called the ~~“Company”,~~ Company which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on ~~, 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert~~insert —, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if ~~applicable, insert~~applicable insert —, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest].~~ such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment.] [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. — In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will,~~ will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of % per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on ~~any~~ overdue principal ~~that~~ or premium which is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest on interest shall be legally enforceable), ~~which shall accrue~~ from the date of such demand until the amount so demanded is paid or made available for ~~payment to the date payment of such interest has been made or duly provided for, and such~~ payment. Interest on any overdue interest shall ~~also~~ be payable on demand.)] [If a Global Security, ~~insert~~insert — (Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert — any such] interest on this Security will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a ~~Definitive~~ definitive Security, ~~insert— (~~insert —] Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts~~debts ] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York [ ] (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 [ ] days prior to the payment date)] [if applicable, insert (; —; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Subordinated Indenture (GreenHunter Energy, Inc.), Indenture (GreenHunter Energy, Inc.)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE]. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [~~If applicable, insert—~~UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE ~~OF THE DEPOSITORY TRUST COMPANY)~~OF) DTC, ANY TRANSFER, PLEDGE OR OTHER USE ~~HEREOF~~ THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [~~CUSIP No. ~~] FINANCIAL INSTITUTIONS~~$ Avon Products, ~~INC.~~ Inc., a corporation duly organized and existing under the laws of New York ~~corporation~~ (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars ~~[state other currency~~[ INCLUDE IF SECURITY IS A GLOBAL SECURITY — (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on ~~, 20 , [if the Security is to bear interest prior to Maturity, insert—~~, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ [semiannually] on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, ~~next~~ immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to~~ . If this Security is a ~~[United States Dollar] [state other currency] account maintained by~~ Global Security, then notwithstanding the ~~payee~~ foregoing, each such payment will be made in accordance with ~~a bank~~ the procedures of the Depositary as then in ~~(so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]~~ effect. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Avon Products Inc), Indenture (Retirement Inns of America, Inc.)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS , 20 [AND] [ ,] THE YIELD TO MATURITY IS [ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS ]] [Insert any other legend required by the ~~United States Internal Revenue~~ Code ~~and~~ or the regulations thereunder.] [If a Global ~~Security, as~~ Security,—insert legend required by Section ~~2.04~~ 2.4 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert~~insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$~~ No U.S. $ [CUSIP No. ] ~~FINANCIAL INSTITUTIONS~~GLOBALSTAR, INC. ., a ~~New York corporation~~ company duly incorporated under the laws of the State of Delaware (herein called the “Company”, ,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars on . [~~state other currency] on , 20 , [if~~ If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any ~~overdue~~ installment of ~~interest]. [If applicable, insert~~ interest (~~The amount~~ to the extent that the payment of such interest ~~payable for any period~~ shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (regardless of whether ~~or not~~ a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, insert~~— (~~—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert~~— (~~—Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert~~— (~~—Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in ~~and in~~ , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying ~~Agent~~ Agency has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, ~~insert (;~~ insert—; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the ~~Record Date~~ record date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 2 contracts

Sources: Indenture (Globalstar, Inc.), Indenture (Globalstar, Inc.)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY — THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, PRIOR TO THE DATE THAT IS (X) ONE YEAR AFTER THE LATEST ISSUE DATE OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE LATEST ISSUE DATE OF THIS SECURITY FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO[INCLUDE IN ALL SECURITIES — THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. ~~U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~PURSUANT TO SECTION 6.15 OF THE INDENTURE, ~~INC. a New York corporation~~ THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF A SECURITY AGREES, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (~~herein called the~~ I) TO TREAT THE SECURITIES AS INDEBTEDNESS OF THE COMPANY SUBJECT TO UNITED STATES TREASURY REGULATIONS SECTION 1.1275-4 (THE “~~Company~~CONTINGENT DEBT REGULATIONS”) AND, ~~which term includes any successor Person under the Indenture hereinafter referred to)~~FOR PURPOSES OF THE CONTINGENT DEBT REGULATIONS, ~~for value received~~TO TREAT THE FAIR MARKET VALUE OF ANY COMMON STOCK BENEFICIALLY RECEIVED UPON CONVERSION AS A CONTINGENT PAYMENT, ~~hereby promises to pay to~~ (II) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT DEBT REGULATIONS, or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert WITH RESPECT TO SUCH HOLDER’S SECURITIES AND (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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 delayIII) ~~with the same force and effect as if made on the date the payment was originally payable~~TO USE SUCH “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE” IN DETERMINING INTEREST ACCRUALS WITH RESPECT TO SUCH HOLDER’S SECURITIES AND IN DETERMINING ADJUSTMENTS THERETO. A ~~“Business Day” means any day other than (i) a Saturday or Sunday~~HOLDER OF SECURITIES MAY OBTAIN THE ISSUE DATE, ~~(ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law~~YIELD TO MATURITY, ~~regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business~~COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: INTEL CORPORATION, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.), ▇/▇ ▇▇▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION: CORPORATE SECRETARY, WITH A COPY TO: INTEL CORPORATION, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇/▇ ▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION: TREASURER.]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Intel Corp)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ~~A NEW YORK CORPORATION~~▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [CUSIP~~ THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SUBJECT TO THE COMPANY'S AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES PROVIDED THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. AND SUBJECT TO ANY APPLICABLE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. LEGENDS FOR DEFINITIVE SECURITY: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT SUBJECT TO THE COMPANY'S AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES PROVIDED THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. AND SUBJECT TO ANY APPLICABLE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. CREDENCE SYSTEMS CORPORATION 5 1/4% Convertible Subordinated Notes due 2002 No. ~~] FINANCIAL INSTITUTIONS~~________ $___________ Credence Systems Corporation, ~~INC.~~ a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”, ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of ~~United States~~ ________________ Dollars [~~state other currency~~or such greater or lesser amount as indicated on the Schedule of Exchanges of Securities on the reverse hereof] on September 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2002, and to pay interest thereon from ~~, 20 ,~~ the date of original issuance of Securities pursuant to the Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 1998 at the rate of 5 1/4% per annum, until the principal hereof is paid or made available for payment ~~[if applicable, insert—,~~ and at promises to pay any liquidated damages which may be payable pursuant to Section 4 of the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed~~ Registration Rights Agreement on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Interest Payment ~~are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~Dates. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,~~ Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be listed ~~or traded,~~ and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If the Security is~~ Notice of a Special Record Date shall be given to Holders of Securities not ~~to bear interest~~ less than 10 days prior to ~~Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in~~ such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] , and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ (i) in respect of ~~immediately available funds to a bank account designated~~ Securities held of record by the ~~Holder~~ Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for that purpose pursuant to Section 10.2 of the Indenture, in each case in such coin or currency of the United States of America as ~~at the time~~ of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that ~~payment of interest may be made~~ at the option of the -------- ------- Company ~~through~~ payment of interest in respect of Securities held of record by Holders other than the ~~Paying Agent~~ Depositary or its nominee may be made by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to a [United States Dollar] [state other currency] account maintained by~~ . -------------------------------- 1 This phrase should be included only if the ~~payee with a bank~~ Security is issued in ~~(so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]~~ global form. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Credence Systems Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. 12 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR OTHER APPLICABLE EXEMPTION OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 18, 2002, ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~COMPUTER ASSOCIATES INTERNATIONAL, INC. 5% CONVERTIBLE SENIOR NOTES DUE 2007 No. [ ] CUSIP NO. [ ] $[ ] Computer Associates International, Inc., a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the ~~“Company”~~"COMPANY"), which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] United States Dollars ($ ) [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on March 15, ~~20 , [if~~ 2007 (the ~~Security is to bear interest prior to~~ "Stated Maturity~~, insert—,~~ ") and to pay interest ~~thereon from~~ on said principal sum semi-annually on March 15 and September 15 of each year, 20 commencing September 15, or 2002 at the initial rate of 5% per annum to holders of record on the immediately preceding March 1 and September 1, respectively. Interest on this Security shall accrue from the most recent ~~Interest Payment Date~~ date to which interest has been paid, or if no interest has been paid, from March 18, 2002, until the Principal Amount is paid or duly ~~provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or~~ made available for ~~payment [if applicable~~payment. Except as otherwise provided in the Indenture, ~~insert—, and at~~ the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of~~ interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security ~~is not a Business Day, then a payment of~~ pursuant to the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, Indenture on any ~~Interest Payment Date will, as provided in such Indenture,~~ March 15 or September 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record ~~Date for such interest~~Date, which shall be the March 1 or September 1 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date. Any~~ March 15 or September 15, respectively; PROVIDED THAT, any such interest not so punctually paid or duly provided for shall ~~forthwith cease to~~ be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as ~~may be required by such exchange or automated quotation system, all as more fully~~ provided in ~~such~~ the Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest accrued on this Security ~~will~~ shall be made by ~~transfer~~ check mailed to the address of ~~immediately available funds to a bank account designated by~~ the Holder of this Security specified in the register of Securities, or, at the option of the Holder of this Security, at the Corporate Trust Office, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject~~ ; PROVIDED, HOWEVER, that, with respect to any ~~laws or regulations applicable thereto and to the right~~ Holder of ~~the Company (as provided~~ Securities with an aggregate principal amount in ~~the Indenture) to rescind the designation~~ excess of ~~any such Paying Agent~~$5,000,000, at the ~~[main] offices~~ request of such Holder in writing to the Company, interest on such Holder's Securities shall be paid by wire transfer in immediately available funds in accordance with the written wire transfer instruction supplied by such Holder from time to time to the Trustee and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent ~~has received proper transfer instructions in writing~~ (if different from the Trustee) at least 15 two days prior to the applicable Regular Record Date; PROVIDED THAT any payment ~~date)] [if applicable, insert (; provided, however, that payment of interest may~~ to the Depositary or its nominee shall be ~~made at~~ paid by wire transfer in immediately available funds in accordance with the ~~option of~~ wire transfer instruction supplied by the ~~Company through~~ Depositary or its nominee from time to time to the Trustee and Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (~~so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ if different from Trustee) at least two days prior to the applicable ~~Interest Payment~~ Regular Record Date~~)].]~~ . Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Company the right to repurchase this Security commencing March 21, 2005 and the Holder of this Security the right to convert this Security into Common Stock of the Company and the right to require the Company to repurchase this Security upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (Computer Associates International Inc)

Form of Face of Security. ~~[Insert any~~ The following legend ~~required by~~ shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE COMPANY, ~~EXCEPT IN~~ THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~FOR ALL PURPOSES. The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Mobile Radio Dipsa)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If this Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert--THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ~~insert—~~SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH HIGHLANDS BANKSHARES, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A ~~GLOBAL SECURITY~~ PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ~~INDENTURE HEREINAFTER REFERRED TO~~ SECURITIES ACT ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR", FOR INVESTMENT PURPOSES AND ~~IS REGISTERED IN THE NAME OF~~ NOT WITH A ~~DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED~~ VIEW TO, OR ~~REGISTERED~~ FOR OFFER OR ~~EXCHANGED FOR SECURITIES REGISTERED~~ SALE IN ~~THE NAME OF~~CONNECTION WITH, ANY ~~PERSON OTHER THAN~~ DISTRIBUTION IN VIOLATION OF THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OFSECURITIES ACT, OR ~~IN EXCHANGE FOR OR IN LIEU OF~~(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ~~THIS SECURITY SHALL BE A GLOBAL SECURITY~~ SUBJECT TO THE ~~FOREGOING~~COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, ~~EXCEPT~~ SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ~~SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE~~ ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF ~~THE DEPOSITORY TRUST COMPANY~~TRUST, A ~~NEW YORK CORPORATION, TO~~ COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY OR ~~ITS AGENT FOR REGISTRATION~~ THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF ~~TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN~~ A HOLDER AFTER THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREINRESALE RESTRICTIONS TERMINATION DATE.] NOHIGHLANDS BANKSHARES, INC. ~~U.S.$ [~~(Title of Security) CUSIP No. ~~] FINANCIAL INSTITUTIONS~~$ HIGHLANDS BANKSHARES, INC. ., a ~~New York~~ corporation organized and existing under the laws of the Commonwealth of Virginia (~~herein~~ hereafter called the “"Company”", which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ hereafter referred to), for value received, hereby promises to pay to _________________________, or its registered assigns, the principal sum of ~~United States~~ ____________________ Dollars ~~[state other currency]~~ on ~~, 20 , [if~~ (the ~~Security is to bear interest prior to~~ "Stated Maturity~~, insert—, and~~ "). The Company further promises to pay interest ~~thereon~~ on such principal sum from ~~, 20~~ _______________, or from the most recent interest payment date (each such date, an "Interest Payment ~~Date to~~ Date") on which interest has been paid or duly provided for, [monthly] [quarterly] (semi-~~annually~~ annually] [annually] [if applicable, insert--(subject to deferral as set forth herein)], in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing _______________, at the annual rate of ~~% per annum~~[__]%, until the principal hereof shall have become due and payable, [if applicable, insert--plus Additional Interest, if any,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, insert—, --and ~~at the rate of % per annum~~ on any overdue principal and ~~premium~~ (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the annual rate of [__]% per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)compounded [monthly] [~~If a Global Security, insert— (Payment of the principal of~~ quarterly] [~~(and premium, if any)~~semiannually] ~~and~~ [~~if applicable, insert—any such~~annually] ~~interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America~~ as ~~at the time of payment is legal tender for payment of public and private debts [state other currency~~Additional Interest].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Highlands Capital Trust I)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY.THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. [ ] CUSIP NO. ~~U.S.$ [CUSIP No.~~ [ ] ~~FINANCIAL INSTITUTIONS~~U.S. $ [ ] Affymetrix, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to [ ], or registered assigns, the principal ~~sum~~ amount of [ ] United States Dollars ($ ) [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY. (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on January 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2038, and to pay interest ~~thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for,~~ on said principal amount semi-annually on January 15 and in July 15 of each year, commencing July 15, 2008, at the rate of % per ~~annum~~annum to holders of record on the immediately preceding January 1 and July 1, respectively. Interest on this Security shall accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the date of original issuance, until the ~~principal hereof~~ Principal Amount is paid or duly made available for ~~payment [if applicable~~payment. Except as otherwise provided in the Indenture, ~~insert—, and at~~ the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of~~ interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security ~~is not a Business Day, then a payment of~~ pursuant to the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, Indenture on any ~~Interest Payment Date will, as provided in such Indenture,~~ January 15 or July 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the ~~Regular~~ Record ~~Date for such interest~~Date, which shall be ~~the or~~ January 1 and July 1 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date~~January 15 or July 15, respectively. ~~Any~~ The foregoing references to "interest on the Securities" in this paragraph do not refer to any additional interest payable pursuant to Section 5.02 of the Indenture; any such additional interest ~~not so punctually paid~~ shall be payable, if at all, in accordance with Section 5.02. Unless expressly stated or ~~duly provided for shall forthwith cease to be payable to~~ the ~~Holder on such Regular Record Date and may either be paid to the Person~~ context otherwise requires, all other references in ~~whose name~~ this Security ~~(or one or more Predecessor Securities) is registered at the close of business~~ to interest on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities ~~of this series may be listed~~ shall include additional interest then accrued or ~~traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture~~accruing pursuant to Section 5.02(c). [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest accrued on this Security ~~will~~ shall be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, upon written application by a Holder of an aggregate Principal Amount of greater than U.S. $2 million to the Security Registrar setting forth wire instructions not later than ten days prior to the relevant payment date, such Holder may receive payment by wire transfer of in immediately available ~~funds to a bank account designated by the Holder~~ funds, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right~~ . The Issue Date of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the this Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] is . Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions (i) giving the Company the right to redeem this Security as a whole or from time to time in part at any time on or after January 15, 2013, (ii) giving the Holders the right to convert this Security into Common Stock of the Company and (iii) requiring the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (Affymetrix Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE ~~OF THE DEPOSITORY TRUST COMPANY)~~OF) DTC, ANY TRANSFER, PLEDGE OR OTHER USE ~~HEREOF~~ THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NOAVON PRODUCTS, INC. ~~U.S.$ [~~6.25% Putable/Callable Notes due May 1, 2018, Putable/Callable May 1, 2003 CUSIP No. ~~] FINANCIAL INSTITUTIONS~~_____________________ $100,000,000 Avon Products, ~~INC.~~ Inc., a corporation duly organized and existing under the laws of New York ~~corporation~~ (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ~~United States~~ _________________________ Dollars [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on May 1, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2018, and to pay interest thereon from May 11, ~~20 ,~~ 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on May 1 and November 1 in each year, commencing November 1, 1998 at the rate of 6.25% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or fifteenth calendar day (whether or not a Business Day~~), as the case may be, next~~ ) immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to~~ . If this Security is a ~~[United States Dollar] [state other currency] account maintained by~~ Global Security, then notwithstanding the ~~payee~~ foregoing, each such payment will be made in accordance with ~~a bank~~ the procedures of the Depositary as then in ~~(so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]~~ effect. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, including those describing the Call Option and the Put Option, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Avon Products Inc)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert— (Payment~~ insert the legends required by Section 204 of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].Indenture] [If ~~a Definitive Security~~Restricted Securities, ~~insert—~~ then insert -- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (~~Payment of the principal of [~~THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (~~and premium~~X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, ~~if any~~IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")~~] and [if applicable~~, ~~insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in~~ TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (~~as provided in the Indenture~~3) ~~to rescind the designation of any such Paying Agent~~IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, ~~at the [main] offices of in and in~~ (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, ~~or at such other offices or agencies as the Company may designate~~OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ~~by [United States Dollar] [state other currency] check drawn on~~IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, ~~or transfer to a [United States Dollar] account maintained by the payee with, a bank in~~ BY PURCHASING THIS NOTE REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR

Appears in 1 contract

Sources: Indenture (Nextlink Communications Inc /De/)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (55 WATER STREET, A NEW ~~YORK CORPORATION~~YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT ~~FOR REGISTRATION OF TRANSFER~~▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ~~EXCHANGE OR~~ ▇▇▇▇▇▇▇▇ ▇R PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [CUSIP No~~THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ~~] FINANCIAL INSTITUTIONS~~NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF ___________, 1997 AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO SECURITIES ACT RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS WHICH OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY, U.S. TRUST COMPANY OF TEXAS, N.A. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C. PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES PROVIDED THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO U.S. TRUST COMPANY OF TEXAS, N.A. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED ON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. LEGENDS FOR DEFINITIVE SECURITY: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. AMERICAN RESIDENTIAL SERVICES, INC. 7 1/4% Convertible Subordinated Notes due 2004 No. ________ $___________ American Residential Services, Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________, or registered assigns, the principal sum of ~~United States~~ ________________ Dollars [~~state other currency]~~ OR SUCH GREATER OR LESSER AMOUNT AS INDICATED ON THE SCHEDULE OF EXCHANGES OF SECURITIES ON THE REVERSE HEREOF]1 on April 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2004, and to pay interest thereon from ~~, 20 ,~~ the date of original issuance of Securities pursuant to the Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 in each year, commencing October 15, 1997 at the rate of 7 1/4% per annum, until the principal hereof is paid or made available for payment ~~[if applicable, insert—,~~ and at promises to pay any liquidated damages which may be payable pursuant to Section 4 of the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed~~ Registration Rights Agreement on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Interest Payment ~~are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~Dates. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 31 or September 30 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such -------- 1 This phrase should be included only if the Security is issued in global form. interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,~~ Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be listed ~~or traded,~~ and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If the Security is~~ Notice of a Special Record Date shall be given to Holders of Securities not ~~to bear interest~~ less than 10 days prior to ~~Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in~~ such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] , and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ (i) in respect of ~~immediately available funds to a bank account designated~~ Securities held of record by the ~~Holder~~ Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for that purpose pursuant to Section 10.02 of the Indenture, in each case in such coin or currency of the United States of America as ~~at the time~~ of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~; PROVIDED, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, howeverHOWEVER, that ~~payment of interest may be made~~ at the option of the Company ~~through~~ payment of interest in respect of Securities held of record by Holders other than the ~~Paying Agent~~ Depositary or its nominee may be made by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (American Residential Services Inc)

Form of Face of Security. [~~Insert any~~ The following legend ~~required by~~ shall also appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE ~~HEREINAFTER~~ REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR OF A NOMINEE ~~THEREOF.~~ OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY ~~MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED~~ FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCESALL PURPOSES.] [~~If applicable, insert—~~The following legend shall also appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION,~~ CORPORATION ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERENCED IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] ~~NO. U.S.$ [CUSIP~~ NATIONAL DATA CORPORATION ___% CONVERTIBLE SUBORDINATED NOTE DUE NOVEMBER ___, 2003 No. ~~] FINANCIAL INSTITUTIONS~~______ $______ National Data Corporation, ~~INC.~~ a ~~New York~~ corporation (duly organized and existing under the laws of Delaware herein called the “"Company”", which term includes any successor Person under the Indenture ~~hereinafter~~ referred toto below), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of ~~United States~~ _________ Dollars ~~[state other currency]~~ ($_____) on November __, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2003, and to pay interest ~~thereon~~ thereof from November __, ~~20 ,~~ 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on _______ and _______ in each ~~year~~year (each, an "Interest Payment Date"), commencing ________, 1997 at the rate of ___% per annum, until the principal hereof is ~~paid or made available for payment [if applicable, insert—~~due, and at the rate of ____% per annum on any overdue principal and ~~premium and~~ premium, if any, and, to the extent permitted by law, on any overdue ~~installment of~~ interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the ~~Regular Record Date for such interest, which shall be the~~ ___________ or ____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. ~~Any~~ Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for ~~shall forthwith~~ will cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities ~~of this series~~ may be listed or ~~traded~~quoted, and upon such notice as may be required by such exchange or ~~automated~~ quotation system, as the case may be, all as more fully provided in ~~such~~ the Indenture. ~~[If~~ Payments of principal shall be made upon the ~~Security is not to bear interest prior to Maturity, insert— (The principal~~ surrender of this Security ~~shall not bear interest except~~ at the option of the Holder at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose in the ~~case~~ Borough of ~~a default in payment~~ Manhattan, The City of ~~principal upon acceleration~~New York, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency] check~~ check, mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to a [United States Dollar] [state other currency] account maintained~~ , or, upon written application by the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior~~ Holder to the ~~applicable Interest Payment Date)].]~~ Security Registrar. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (National Data Corp)

Form of Face of Security. ~~[Insert any~~ A legend ~~required by~~ in substantially the ~~United States Internal Revenue Code and~~ following form shall also appear on the ~~regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE ~~HEREINAFTER~~ REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE COMPANY, ~~EXCEPT IN~~ THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN~~ TRUSTEE AND ANY AGENT THEREOF AS THE ~~INDENTURE. EVERY SECURITY AUTHENTICATED~~ OWNER AND ~~DELIVERED UPON REGISTRATION~~ HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE~~ FOR ALL PURPOSES. A ~~GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~legend in substantially the following form shall also appear on the face of each Global Security for which the Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION,~~ CORPORATION ("DTC") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [CUSIP~~ UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY CONVERSE INC. ___% Convertible Subordinated Notes Due 2004 No. ~~] FINANCIAL INSTITUTIONS~~________ $___________ Converse, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, upon presentment and surrender hereof, the principal sum of ~~United States~~ ________________ Dollars ~~[state other currency]~~ on ________, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2004, and to pay interest thereon from ~~, 20 ,~~ and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ___________ and __________ in each year, commencing _______, 1997 at the rate of ___% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________ or ___________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,~~ Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be listed ~~or traded,~~ and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If the Security is~~ Notice of a Special Record Date shall be given to Holders of Securities not ~~to bear interest~~ less than ten days prior to ~~Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in~~ such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] , and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in pursuant to Section 1002 of the Indenture, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Converse Inc)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—— THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. ~~U.S.$~~ U.S.$_____________ [CUSIP No. ] ~~FINANCIAL INSTITUTIONS~~INVESTAR HOLDING CORPORATION, ~~INC.~~ a ~~New York~~ Louisiana corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal sum of _______ United States Dollars [state other currency] on _____________ __, 20 20__, [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from ______________ __, 20 20__, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing ____________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of _____% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert — (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in ~~New York~~ ____________________ or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________________ or ___________________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (The~~ insert—(The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ______% per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____% per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ]. [If a Global Security, ~~insert— (Payment~~ insert—(Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, ~~insert— (Payment~~ insert—(Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in __________________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of _____________ in _______________ and in ________________________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in ____________________ (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, ~~insert (;~~ insert—; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in ______________________ (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Investar Holding Corp)

Form of Face of Security. FIRST EMPIRE STATE CORPORATION [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE CAPITAL SECURITIES.] ~~[If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK~~ No. $ FIRST EMPIRE STATE CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________, or registered assigns, the principal sum of ~~United States~~ ___________ Dollars ~~[state other currency]~~ on ~~, 20~~ ____________, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than ______________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than __________]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ ____________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , ______________________ at the rate of ___% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—~~insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest~~demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the [____________________ or _________________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert— --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to _________________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~The~~ each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed ______________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum, ~~which shall accrue~~ compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such ~~default in payment to~~ Issuer Trust would be payable but for such deferral, and (ii) the date ~~payment~~ on which the Property Trustee of such ~~principal has been made~~ Issuer Trust is required to give notice to holders of such Capital Securities of the record date or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such ~~demand for payment~~ Distributions are payable, but in any event not less than one Business Day prior to ~~the date payment of~~ such ~~interest has been made or duly provided for, and such interest shall also be payable on demand~~record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [~~if applicable, ~~insert—any such] interest on this Security will be made~~ insert--; provided, however that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (First Empire Capital Trust I)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If this Security is a Global Security, ~~as required by Section 2.04~~ insert--This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depositary") or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the 29 20 Depositary or its nominee only in the limited circumstances described in the Indenture and no transfer of this ~~Indenture~~Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Security is presented by an authorized represented of The Depository Trust Company (55 Wate▇ ▇▇▇▇▇▇, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO▇▇▇ ▇▇▇▇) ▇▇ Bancorp Hawaii, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF~~Inc. or its agent for registration of transfer, ~~ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~exchange or payment, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE and any Security issued is registered in the name of Cede & ~~CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE~~ Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & ~~CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)~~Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ~~OR TO ANY~~ A PERSON IS WRONGFUL ~~IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE~~ inasmuch as the registered owner hereof, Cede & ~~CO.~~Co., ~~HAS AN INTEREST HEREIN~~has an interest herein.] NOTHE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. ~~U.S.$ [CUSIP No~~THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. ~~] FINANCIAL INSTITUTIONS~~BANCORP HAWAII, INC. (Title of Security) No. $ CUSIP: BANCORP HAWAII, INC., a ~~New York~~ corporation organized and existing under the laws of Hawaii (~~herein~~ hereinafter called the “"Company”", which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or its registered assigns, the principal sum of ~~United States~~ Dollars on [~~state other currency] on , 20 , [if~~ ; provided that the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than Company may (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which change the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.30 21

Appears in 1 contract

Sources: Junior Subordinated Indenture (Bancorp Hawaii Capital Trust I)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN REGISTERED UNDER THE ~~MEANING~~ UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ~~INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF~~ SERIES A ~~DEPOSITARY OR A NOMINEE THEREOF.~~ ISSUER THAT (A) THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ~~TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON~~ OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT (1) TO THE ~~FOREGOING~~SERIES A ISSUER OR ANY AFFILIATE THEREOF, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS~~ (2) SO LONG AS THIS SECURITY IS ~~PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF~~ ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION~~SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE ~~COMPANY~~ SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR ~~ITS AGENT~~ FOR ~~REGISTRATION~~ THE ACCOUNT OF ~~TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED~~ A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS ~~REGISTERED IN~~ GIVEN THAT THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFERRESALE, PLEDGE OR OTHER ~~USE HEREOF~~ TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN "OFFSHORE TRANSACTION" (AS DEFINED IN REGULATION S) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) TO A PERSON THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ~~VALUE~~ INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR ~~OTHERWISE BY~~ (6) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR ANY APPLICABLE JURISDICTION, (B) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE, AND (C) WITH RESPECT TO ANY TRANSFER OF THIS SECURITY BY AN ACCREDITED INVESTOR OR IN AN "OFFSHORE TRANSACTION", IT WILL DELIVER TO THE SERIES A ISSUER AND THE PROPERTY TRUSTEE SUCH CERTIFICATES, LEGAL OPINIONS AND OTHER INFORMATION AS THEY MAY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT COMPLIES WITH APPLICABLE LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE SERIES A ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A PERSON THAT IS ~~WRONGFUL~~ AN "ACCREDITED INVESTOR" AS DEFINED IN ~~AS MUCH AS~~ RULE 501(A) UNDER THE ~~REGISTERED OWNER HEREOF,[CEDE & CO.~~SECURITIES ACT THAT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (3) NOT A U.S. PERSON AND THAT IT IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, ~~HAS~~ OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF, PARAGRAPH (O) OF RULE 902 UNDER REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF INTEREST ~~HEREIN.] NO~~ON SUCH SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. ~~U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~THE HOLDER, ~~INC. a New York corporation~~ BY PURCHASING THIS SECURITY, IS DEEMED TO REPRESENT THAT IT (~~herein called the “Company”~~X) IS NOT ITSELF, ~~which term includes any successor Person under the Indenture hereinafter referred to)~~AND IS NOT ACQUIRING THE SECURITY WITH THE ASSETS OF, for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) ~~a Saturday or Sunday~~AN "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN" (WITHIN THE MEANING OF SECTION 4975(e)(i) OF THE INTERNAL REVENUE CODE), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" AND THE APPLICATION OF THE PLAN ASSET REGULATION OR (ii) A "GOVERNMENTAL PLAN" (WITHIN THE MEANING OF SECTION 3(32) OF ERISA) OR (Y)(i) IS ITSELF, OR IS ACQUIRING THE SECURITY WITH THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF U.S. DEPARTMENT OF LABOR PTE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER" (WITHIN THE MEANING OF PART V (a) OF PTE 84-14) WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE THE SECURITIES, UNDER CIRCUMSTANCES SUCH THAT PTE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF SUCH SECURITIES, (ii) ~~a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law~~IS AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING SECURITIES PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 90-1 OR A BANK COLLECTIVE INVESTMENT FUND PURCHASING PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 91-38, ~~regulation or executive order to remain closed or~~ AND IN EITHER CASE, NO "PLAN" OR "EMPLOYEE BENEFIT PLAN" NOT PURCHASING PURSUANT TO PTE 84-14 OWNS MORE THAN 10% OF THE ASSETS OF SUCH ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH OTHER PLANS OF THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, (iii) ~~a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable~~IS AN INSURANCE COMPANY USING THE ASSETS OF THE GENERAL ASSET ACCOUNT OF THE INSURANCE COMPANY TO PURCHASE THE SECURITIES PURSUANT TO PART I OF THE U.S. DEPARTMENT OF LABOR PTE 95-60, ~~and punctually paid or duly provided for~~IN WHICH CASE THE RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, ~~on any Interest Payment Date will~~TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, ~~as provided in such Indenture, be paid to the Person in whose name this Security~~ DO NOT EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT (~~or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day~~EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), ~~as the case may be~~PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE INSURER OR (IV) IS A PLAN ACQUIRING THE SERIES A PREFERRED SECURITIES WITH ASSETS OVER WHICH AN IN-HOUSE ASSET MANAGER (WITHIN THE MEANING OF PART IV(a) OF PTE 96-23) HAS DISCRETIONARY AUTHORITY, ~~next preceding such Interest Payment Date~~UNDER CIRCUMSTANCES SUCH THAT PTE 96-23 IS APPLICABLE TO THE PURCHASE AND HOLDING OF SUCH SECURITIES. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company▇▇▇▇▇ NATIONAL CORPORATION 8 5/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, ~~notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date~~SERIES A, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or tradedDUE DECEMBER 31, ~~and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture~~2026 No. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.$154,640,000

Appears in 1 contract

Sources: Junior Subordinated Indenture (Riggs National Corp)

Form of Face of Security. UNITED COMMUNITY BANKS, INC. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] ~~[If a Global Security~~THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~as required by Section 2.04 of this Indenture~~AS AMENDED (THE "SECURITIES ACT"), ~~insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO~~ AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, ~~OR REGISTERED OR EXCHANGED~~ NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES. THE SECURITIES ~~REGISTERED~~ WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN ~~THE NAME OF,~~ BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ~~PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO~~ SUCH TRANSFER ~~MAY BE REGISTERED, EXCEPT~~ OF SECURITIES IN ~~THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION~~ A BLOCK HAVING A PRINCIPAL AMOUNT OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY~~ LESS THAN $100,000 SHALL BE ~~A GLOBAL SECURITY SUBJECT~~ DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE ~~FOREGOING~~RECEIPT OF INTEREST AND PRINCIPAL PAYABLE ON SUCH SECURITIES, ~~EXCEPT~~ AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH ~~LIMITED CIRCUMSTANCES.] [If applicable~~SECURITIES. No. $ UNITED COMMUNITY BANKS, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & COINC., ~~HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC.~~ a ~~New York corporation~~ Georgia bank holding company (~~herein~~ hereinafter called the ~~“Company”~~"COMPANY", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars ~~[state other currency]~~ on , 20 [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT, IF APPLICABLE--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture, OR the principal sum specified in the Schedule annexed hereto] [if ; PROVIDED that the Company may (i) shorten the Stated Maturity of the principal of this Security is to ~~bear interest prior to Maturity, insert—~~a date not earlier than , and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than ]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20 ,~~ ,or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [IF APPLICABLE, INSERT--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [INSERT APPLICABLE INTEREST PAYMENT DATES] of each year, commencing , at the [variable rate equal to [INSERT APPLICABLE INTEREST RATE FORMULA]] [rate of % ____%] per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—, and at the rate of % per annum on~~ insert--; provided that any overdue ~~principal~~ principal, premium or Additional Sums and ~~premium and on~~ any overdue installment of ~~interest~~interest shall bear Additional Interest at the [variable rate equal to [INSERT APPLICABLE INTEREST RATE FORMULA]] [rate of ____%] per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [IF APPLICABLE, INSERT--, which shall be the [ or ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company,~~ Trustee (notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, ) or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If IF APPLICABLE, INSERT--So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security ~~is not~~ for up to ~~bear~~ consecutive [monthly] [quarterly] [semi-annual] interest ~~prior~~ payment periods with respect to ~~Maturity~~each deferral period (each an "Extension Period") [IF APPLICABLE, ~~insert— (The~~ INSERT--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; PROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [IF STATED MATURITY CAN BE SHORTENED OR EXTENDED, INSERT--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and PROVIDED, FURTHER, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank PARI PASSU in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, PROVIDED that no Extension Period shall exceed consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear ~~interest at the rate of % per annum, which shall accrue from the date of such default in payment~~ Additional Interest (to the ~~date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal~~ extent that ~~is not so paid on demand shall bear interest at~~ the ~~rate of % per annum, which shall accrue from the date of such demand for payment to the date~~ payment of such interest ~~has~~ shall be legally enforceable) at the [variable rate equal to [INSERT APPLICABLE INTEREST RATE FORMULA]] [rate of ____%] per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [IF APPLICABLE, INSERT--or ~~duly provided for~~so long as this Security is held by [INSERT NAME OF APPLICABLE ISSUER TRUST], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such ~~interest shall also be payable on demand~~Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security~~IF APPLICABLE, ~~insert— (Payment of the principal of [(and premium~~INSERT--; PROVIDED, ~~if any)] and [if applicable, insert—any such] interest on this Security will be made~~ HOWEVER that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (United Community Capital Trust)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~IF THE SECURITY IS A GLOBAL SECURITY, ~~as required by Section 2.04 of this Indenture, insert—~~THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~. EVERY~~ .] [IF THE SECURITY ~~AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE~~ IS A GLOBAL SECURITY ~~SUBJECT~~ AND THE DEPOSITORY TRUST COMPANY IS TO BE THE ~~FOREGOING~~DEPOSITARY THEREFOR, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~THEN INSERT -- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NOPENTHOUSE MEDIA GROUP INC. ~~U.S.$~~ 13% Term Loan Notes due 2011 [CUSIP No. [_____ _____] ~~FINANCIAL INSTITUTIONS~~No. __________ $________ Penthouse Media Group Inc., ~~INC.~~ a ~~New York~~ corporation duly organized and existing under the laws of Delaware (herein called the ~~“Company”~~"Issuer", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby ~~promises~~ promise to pay to __________________, or registered assigns, the principal sum of ~~United States~~ _____________________ Dollars (such amount the "principal amount" of this Security) [~~state~~ IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- , or such other ~~currency~~principal amount as may be set forth in the records of the Trustee as referred to in accordance with the Indenture,] on ~~, 20 ,~~ [~~if the Security is to bear interest prior to Maturity, insert—,~~ _________] and to pay interest thereon from ~~, 20 ,~~ the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-~~payable in arrears annually on ~~and~~ [_________] in each year, commencing , [_______________] at the rate of 13% per annum, until the principal hereof is paid or made available for payment. Interest so payable shall be (a) for the three-year period following the Closing Date, payable in cash or in kind by the issuance of additional Securities with terms identical to this Security (other than with respect to the date of issuance) in such principal amount as shall equal the interest payment ~~[if applicable~~that is then due ("Additional Securities"), ~~insert—~~or any combination thereof, ~~and~~ at the ~~rate of % per annum on any overdue~~ Issuer's election; and (b) thereafter until the principal ~~and premium and on any overdue installment of interest]. [If applicable~~hereof is paid or made available for payment, ~~insert (The amount of interest~~ payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]cash. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [_________] or [_________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on ~~such~~ the relevant Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee in accordance with Section 308 of the Indenture, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If the Security is not to bear interest prior to Maturity, insert— (The principal of~~ Interest on this Security shall ~~not bear interest except~~ be computed on the basis set forth in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forIndenture. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—~~any ~~such]~~ such interest on this Security ~~will~~ [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- shall be made by deposit of Additional Securities, in the case of interest payable in kind, or by wire transfer of immediately available ~~funds~~ funds, in the case of interest payable in cash, to ~~a bank account designated~~ the accounts specified by the Holder ~~in such coin or currency~~ of ~~the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].~~this Security, provided, however] [~~If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security~~ INSERT IF THE SECURITY IS NOT A GLOBAL SECURITY -- will be made at the office or agency of the ~~Company~~ Issuer in the Borough of Manhattan, The City of New York, New York, maintained for ~~that~~ such purpose and at any other office or agency maintained by the Issuer for such purpose, in Securities, [in the case of interest payable in kind, or in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided~~ , in the ~~Indenture) to rescind the designation~~ case of ~~any such Paying Agent, at the [main] offices of~~ interest payable in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; cash; provided, however, that all payments of the principal and interest on Securities to the extent paid in cash, the Holders of which hold more than $5.0 million in principal amount and have given wire transfer instructions to the Issuer or its agent at least 10 Business Days prior to the applicable payment date, shall be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions; provided, further,] that at the option of the Issuer payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto at such address as ~~such addresses~~ shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (General Media Inc)

Appears in 1 contract

Sources: Junior Subordinated Indenture (First Empire State Corp)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~M&T BANK CORPORATION Junior Subordinated Deferrable Interest Debentures due [ ] [ ], [ ] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert - THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. $[ ] ~~FINANCIAL INSTITUTIONS~~M&T Bank Corporation, ~~INC.~~ a New York corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to M&T Capital Trust [IV] [V] [VI], or registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] on [ ], 20 [ ], [if the Security is a Global Security, then if applicable, insert - or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [if applicable, insert - provided (a) that the Company may shorten the Stated Maturity of the principal of this Security [one time] [one more times] as permitted under the Indenture to ~~Maturity~~a date not earlier than [ ] [ ], ~~insert—~~[ ], and (b) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than [ ] [ ], [ ].] The Company further promises to pay interest ~~thereon~~ on said principal from [ ] [ ], 20 [ ], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert - (subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Payment Dates] of each ~~year~~year commencing [ ] [ ], ~~commencing ,~~ [ ] at the rate of [ ]% per annum, [if applicable, insert - together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for ~~payment~~ payment; [if applicable, ~~insert—~~insert - provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of [ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually] from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (~~demand.] The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment, [if applicable, insert - which shall be the or [insert record dates] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. .] Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If applicable, insert - So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security is for up to [ ] consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an "Extension Period"), [if applicable, insert - during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, [If Stated Maturity can be shortened or extended, insert - as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to ~~bear interest~~ this Security, [if applicable, insert - including the Company's obligations associated with the Outstanding Capital Securities] (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to ~~Maturity~~the applicable Extension Period, ~~insert—~~ (~~The~~ ii) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed [ ] consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security ~~shall not bear interest except in~~ or end on a date other than an Interest Payment Date. Upon the ~~case~~ termination of ~~a default in~~ any such Extension Period and upon the payment of ~~principal upon acceleration~~all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, ~~upon redemption or~~ the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at ~~Stated Maturity~~ the end thereof, but each installment of interest that would otherwise have been due and in payable during such ~~case the overdue principal of this Security~~ Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of [ ]% per annum, ~~which shall accrue~~ compounded [monthly] [quarterly] [semi-annual] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert - or so long as such securities are held by M&T Capital Trust [IV] [V] [VI], at least one Business Day prior to the earlier of (a) the next succeeding date on which Distributions on the Capital Securities of such ~~default in payment to~~ Issuer Trust would be payable but for such deferral, and (b) the date ~~payment~~ on which the Property Trustee of such ~~principal has been made~~ Issuer Trust is required to give notice to holders of such Capital Securities of the record date or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such ~~demand for payment~~ Distributions are payable, but in any event not less than one Business Day prior to ~~the date payment of~~ such ~~interest has been made or duly provided for, and such interest shall also be payable on demand~~record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] ; [if applicable, insert ~~(; provided,~~ - provided however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (a) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (b) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)]~~date on which the interest is payable.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (M&t Bank Corp)

Form of Face of Security. ~~[Insert any~~ The following legend ~~required by~~ shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY COCA-COLA FEMSA, ~~EXCEPT IN~~ S.A.B. DE C.V., THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~FOR ALL PURPOSES. The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO ~~THE COMPANY~~ COCA-COLA FEMSA, S.A.B. DE C.V. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. ........................ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~........................ ISIN ........................ Common Code ........................ U.S.$ ........................ Coca-Cola FEMSA, ~~INC.~~ S.A.B. de C.V., a ~~New York corporation~~ sociedad anónima bursátil de capital variable organized and existing under the laws of Mexico (herein called the “Company”, ,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ................................................, or registered assigns, the principal sum of ~~United States~~ ................................................Dollars ~~[state other currency]~~ as revised by the Schedule of Increases and Decreases in Global Note attached hereto on ................................................ (unless earlier redeemed, 20 in which case, on the applicable Redemption Date) [if the Security is to bear interest prior to Maturity, ~~insert~~insert —, and to pay interest thereon from ~~, 20 ,~~ ........................ or from the most recent Interest Payment Date to which interest has been paid or duly provided ~~for,~~ for semi-annually on ........................ and in ........................ of each year, commencing on ........................, and at the Maturity thereof, at the rate of ....% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert — ; provided that any principal, premium and any such installment of interest, which is overdue shall bear interest at the rate of ...% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-~~date such amount is due to the day ~~months~~ it is paid or made available for payment, and ~~a 360-day year. The amount of~~ such overdue interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed~~ paid as provided in ~~any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ Section 306 of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)Indenture]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will~~shall, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or ........................ and ........................ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on ~~such~~ the relevant Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ the Indenture]. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and overdue premium, if any, shall bear interest at the rate of ....% per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), ~~which shall accrue~~ from the date of such ~~default in payment~~ amount is due to the ~~date payment of such principal has been~~ day it is paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium, if any, shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] , and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture; provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , against surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~principal thereof; and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Coca Cola Femsa Sab De Cv)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. [•] CUSIP NO. ~~U.S.$~~ 38068N AB4 U.S. $[~~CUSIP No.~~ •] ~~FINANCIAL INSTITUTIONS~~Gold Reserve Inc., ~~INC.~~ a ~~New York~~ corporation duly organized and validly existing under the laws of the Yukon (herein called the “Company”, which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [•] United States Dollars ($•) [~~state other currency] on , 20 , [if the Security is~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY — (which amount may from time to ~~bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 ,~~ time be increased or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be decreased by adjustments made on the ~~next succeeding day which is a Business Day (and without any interest or other payment~~ records of the Trustee, as custodian for the Depositary, in ~~respect of any such delay)~~ accordance with the ~~same force~~ rules and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office procedures of the ~~Trustee is closed for business.~~Depositary)]] on June 22, 2022. ~~The interest so payable, and punctually paid or duly provided for, on any Interest~~ Payment ~~Date will, as provided in such Indenture, be paid to~~ of the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall ~~not bear interest except in~~ be made by wire transfer or check mailed to the ~~case~~ address of ~~a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case~~ the ~~overdue principal~~ Holder of this Security ~~shall bear interest~~ specified in the register of Securities, or, at the ~~rate~~ option of ~~% per annum~~the Holder of this Security, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the ~~rate of % per annum~~Corporate Trust Office, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right~~ . The Issue Date of ~~the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~this Security is May •, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] 2007. Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Holder of this Security the right to convert this Security in certain circumstances and the obligation of the Company to make an offer to repurchase this Security upon certain events on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (Gold Reserve Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~THIS DEBENTURE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, ~~as required by Section 2.04 of this Indenture~~AS AMENDED (THE "SECURITIES ACT"), ~~insert—~~AND THIS ~~SECURITY~~ DEBENTURE AND ANY SHARES OF COMMON STOCK ISSUED UPON ITS CONVERSION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THIS DEBENTURE MAY ONLY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THIS DEBENTURE IS HEREBY NOTIFIED THAT THE SELLER OF THIS DEBENTURE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER HEREOF, BY PURCHASING THIS DEBENTURE, AGREES FOR THE BENEFIT OF ASPEN TECHNOLOGY, INC. THAT (A) THIS DEBENTURE AND ANY SHARES OF COMMON STOCK ISSUED UPON ITS CONVERSION MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 (a) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (IV) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS ~~REGISTERED IN~~ REQUIRED TO, NOTIFY ANY PURCHASER, PLEDGEE OR TRANSFEREE FROM IT OF THIS DEBENTURE OR ANY COMMON STOCK ISSUED UPON ITS CONVERSION OF THE ~~NAME OF A DEPOSITARY OR A NOMINEE THEREOF~~FOREGOING RESTRICTIONS. THIS ~~SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF~~DEBENTURE, ANY ~~PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF~~ SHARES OF COMMON STOCK ISSUED UPON ITS CONVERSION AND ~~NO SUCH TRANSFER~~ ANY RELATED DOCUMENTATION MAY BE ~~REGISTERED~~AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON CONVERSION OF THIS DEBENTURE IS SUBJECT TO CERTIFICATION AND OTHER REQUIREMENTS, ~~EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ AND ~~DELIVERED UPON REGISTRATION~~ ANY SHARES OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL~~ COMMON STOCK ISSUED ON SUCH CONVERSION WILL BE ~~A GLOBAL SECURITY~~ SUBJECT TO THE ~~FOREGOING~~FOREGOING TRANSFER RESTRICTIONS. ASPEN TECHNOLOGY, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable~~INC. 5 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE JUNE 15, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO2005 No. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [______ $ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~ASPEN TECHNOLOGY, INC. ., a ~~New York~~ Delaware corporation (herein called the “"Company”, ," which term includes any successor Person under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum of__________ U.S. Dollars, [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of ~~United States Dollars [state~~ all other ~~currency~~Outstanding Securities, shall not exceed $86,250,000 in the aggregate at any time) by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)] on June 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2005, and to pay interest thereon from June 17, ~~20 ,~~ 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 in each year, commencing on December 15, 1998, and at Maturity at the rate of 5 1/4% per annum, until the principal hereof is paid or made available for ~~payment [if applicable~~payment, ~~insert—, and~~ PROVIDED that any amount of such principal or interest that is overdue shall bear interest at the rate of 5 1/4% per annum (to the extent that payment of such interest shall be legally enforceable), from the date such amount is due until it is paid or made available for payment, and such interest on any overdue ~~principal and premium and on any overdue installment of interest]. [If applicable, insert (The~~ amount ~~of interest payable for any period~~ shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose 27 name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ thereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer of~~ in immediately available funds ~~to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public~~ and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [~~, at the office or ~~subject to any laws or regulations applicable thereto and to the right~~ agency of the Company ~~(as provided~~ maintained for that purpose in the ~~Indenture) to rescind the designation~~ Borough of ~~any such Paying Agent~~Manhattan, ~~at the [main] offices~~ The City of ~~in and in~~ New York, ~~or at such other offices or agencies as the Company may designate~~PROVIDED, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, howeverHOWEVER, that payment of interest ~~may be made~~ may, at the option of the ~~Company through the Paying Agent~~ Company, be made by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to~~ . If this Security is a ~~[United States Dollar] [state other currency] account maintained by~~ Global Security, then each such payment will be made in accordance with the ~~payee with~~ procedures of the Depositary as then in effect. Interest on this Security shall be computed on the basis of a ~~bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]~~ 360-day year consisting of twelve 30-day months. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof or an Authenticating Agent by the manual ~~signature~~signature of one of their respective authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Aspen Technology Inc /De/)

Form of Face of Security. The form of the face of any Security authenticated and delivered hereunder shall be substantially as follows: [~~Insert any legend required by~~ If the ~~United States Internal Revenue Code and the regulations thereunder~~Security is a Rule 144A Global Security or an Institutional Accredited Investor Global Security, insert — THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE.] [If the Security is a Regulation S Global Security, insert — THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3) OR (A)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE.] [If the Security is a Global Security, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—insert — UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security ~~is not to bear interest prior to Maturity, insert— (The principal~~ has more than a de minimis amount of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand original issue discount for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicablefederal income tax purposes, insert ~~(; provided~~— THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, ~~however~~AMOUNT OF ORIGINAL ISSUE DISCOUNT, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: CORPORATE SECRETARY, ▇▇▇▇▇▇▇▇ TELEVISION GROUP, INC., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, MARYLAND 21030, TELEPHONE (~~so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)]~~▇▇▇) ▇▇▇-▇▇▇▇. No. CUSIP No.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Sinclair Broadcast Group Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If a Global Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If ~~applicable~~a Global Security to be held by The Depository Trust Company, ~~insert—~~then insert -- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO[Insert any legend required by the Internal Revenue Code and the regulations thereunder.] ________________________________ No. ~~U.S.$ [~~__________ $________ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~___________ Regency Centers, ~~INC.~~ L.P., a ~~New York corporation~~ limited partnership duly organized and existing under the laws of Delaware (herein called the ~~“Company”~~"Issuer", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of ~~United States~~ _______________ Dollars (such amount the "principal amount" of this Security) [~~state~~ if the Security is a Global Security, then insert--, or such other ~~currency~~principal amount as may be set forth in the records of the trustee hereinafter referred to in accordance with the Indenture,] on ~~, 20 ,~~ __________ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert -- , and to pay interest thereon from ~~, 20 ,~~ __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ [insert frequency of payment] on ~~and~~ [insert payment dates] in each year, commencing __________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment ~~[if applicable~~and (to the extent that the payment of such interest shall be legally enforceable), ~~insert—~~provided that any principal and premium, and any -------- such installment of interest, which is overdue shall bear interest at the rate of 2% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or [interest record dates] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of ....% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on ~~any~~ overdue principal ~~that~~ or premium which is not so paid on demand shall bear interest at the rate of 2% per ~~annum~~annum (to the extent that the payment of such interest on interest shall be legally enforceable), ~~which shall accrue~~ from the date of such demand until the amount so demanded is paid or made available for ~~payment to the date payment of such interest has been made or duly provided for, and such~~ payment. Interest on any overdue interest shall ~~also~~ be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—insert -- any such] interest on this Security will be made at the office or agency of the ~~Company~~ Issuer maintained for that purpose in Jacksonville, [Florida or in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Issuer -------- ------- payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Regency Office Partnership L P)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ~~A NEW YORK CORPORATION~~▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$ [CUSIP No~~THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ~~] FINANCIAL INSTITUTIONS~~NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS AN INSTITUTIONAL INVESTOR AND THAT PRIOR TO SUCH TRANSFER FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (WHICH FORM OF LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. LEGENDS FOR DEFINITIVE SECURITY: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT IS AN INSTITUTIONAL INVESTOR AND THAT PRIOR TO SUCH TRANSFER FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (WHICH FORM OF LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND SUBJECT TO ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. PHYSICIANS RESOURCE GROUP, INC. 6% Convertible Subordinated Debentures due 2001 No. ________ $___________ Physicians Resource Group, Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________, or registered assigns, the principal sum of ~~United States~~ ________________ Dollars [~~state other currency]~~ OR SUCH GREATER OR LESSER AMOUNT AS INDICATED ON THE SCHEDULE OF EXCHANGES OF SECURITIES ON THE REVERSE HEREOF]/1/ on December 1, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2001, and to pay interest thereon from ~~, 20 ,~~ the date of original issuance of Securities pursuant to the Indenture or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year, commencing June 1, 1997 at the rate of 6% per annum, until the principal hereof is paid or made available for payment ~~[if applicable, insert—,~~ and at promises to pay any liquidated damages which may be payable pursuant to Section 4 of the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed~~ Registration Rights Agreement on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Interest Payment ~~are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~Dates. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,~~ Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be listed ~~or traded,~~ and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If~~ Notice of a Special Record Date shall be given to Holders __________________________ /1/ This phrase should be included only if the Security is issued in global form. of Securities not ~~to bear interest~~ less than 10 days prior to ~~Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in~~ such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided forSpecial Record Date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] , and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ (i) in respect of ~~immediately available funds to a bank account designated~~ Securities held of record by the ~~Holder~~ Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee at the office or agency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in each case in such coin or currency of the United States of America as ~~at the time~~ of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that ~~payment of interest may be made~~ at the option of -------- ------- the Company ~~through~~ payment of interest in respect of Securities held of record by Holders other than the ~~Paying Agent~~ Depositary or its nominee may be made by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Physicians Resource Group Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~If Restricted Securities, then insert -- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (O)(2) OF RULE 902 UNDER) REGULATIONS UNDER THE SECURITIES ACT.] [If a ~~Global~~ Regulation S Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert -- THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN REGISTERED UNDER THE ~~MEANING~~ U.S. SECURITIES ACT OF 1933 (THE ~~INDENTURE HEREINAFTER REFERRED TO~~ "SECURITIES ACT") AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ MAY NOT BE ~~TRANSFERRED~~ OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR ~~REGISTERED~~ FOR THE ACCOUNT OR ~~EXCHANGED FOR SECURITIES REGISTERED IN THE NAME~~ BENEFIT OF, ANY ~~PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~U.S. PERSON, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS ~~PRESENTED BY~~ REGISTERED UNDER THE SECURITIES ACT OR AN ~~AUTHORIZED REPRESENTATIVE OF~~ EXEMPTION FROM THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR~~ REGISTRATION ~~OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED~~ REQUIREMENTS THEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREINAVAILABLE.] ~~NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~NEXTLINK Communications, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.Inc.

Appears in 1 contract

Sources: Indenture (Nextlink Communications Inc / De)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY OR A DEFINITIVE SECURITY OTHER THAN A RESTRICTED GLOBAL SECURITY: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY, AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF, MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.] [~~If a Global Security~~INCLUDE IF SECURITY IS A RESTRICTED GLOBAL SECURITY: THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY (OR ITS PREDECESSOR) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), ~~as required by Section 2.04 of this Indenture~~AND SUCH SECURITIES AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY NOT BE OFFERED, ~~insert—~~SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT. EACH PURCHASER OF ANY BENEFICIAL INTEREST IN THE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF SUCH BENEFICIAL INTEREST MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. EACH BENEFICIAL OWNER OF AN INTEREST IN ANY OF THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY (INCLUDING ANY PARTICIPANT IN THE DEPOSITARY HOLDING THE GLOBAL SECURITY THAT IS SHOWN AS HOLDING SUCH AN INTEREST ON THE RECORDS OF SUCH DEPOSITARY AND EACH BENEFICIAL OWNER THAT HOLDS THROUGH SUCH PARTICIPANT) AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) ANY BENEFICIAL INTEREST IN THE SECURITIES AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE BENEFICIAL OWNER WILL, AND EACH SUBSEQUENT BENEFICIAL OWNER OF THIS SECURITY OR ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF IS REQUIRED TO, NOTIFY ANY PURCHASER OF ANY BENEFICIAL INTEREST IN THE SECURITIES AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY (~~DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY)~~DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ BECAUSE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [~~Affymetrix, Inc. 4.75% Convertible Subordinated Notes due 2007 CUSIP No. [ ] ~~FINANCIAL INSTITUTIONS~~No. ____ U. S. $______________ Affymetrix, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________, or registered assigns, the principal sum of United States Dollars ~~[state other currency]~~ (U.S.$________ ) on February 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—,~~ 2007 and to pay interest thereon from February 14, 20 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 in each year, commencing August 15, 2000, at the rate of 4.75% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal ~~of [(and~~ of, premium, if any)] , and ~~[if applicable, insert—~~interest (including payment of any ~~such] interest~~ Additional Interest) on this Security will be made ~~by transfer of immediately available funds to a bank account designated by~~ at the ~~Holder~~ Corporate Trust Office, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts ~~[state other currency].] [If~~ by a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] U.S. Dollar check drawn ~~on, or transfer to a [United States Dollar]~~ on an account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in ~~(so long as~~ the ~~applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions~~ Borough of ~~this Security set forth on the reverse hereof~~Manhattan, ~~which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate~~ The City of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.New York;

Appears in 1 contract

Sources: Indenture (Affymetrix Inc)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert-FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS ______, THE ISSUE DATE IS ___________, 20__ [AND] [,] THE YIELD TO MATURITY IS ________________[,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS ____________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS __________]] [Insert any other legend required by the United States Internal Revenue Code ~~and~~ or the regulations thereunder.] [If a Global ~~Security, as~~ Security,-insert legend required by Section ~~2.04~~ 2.4 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert - UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO▇▇▇▇▇▇▇▇ RESOURCES, INC. ~~U.S.$~~ [TITLE OF SECURITY] No ______ U.S. $_____ [CUSIP No. __________] ~~FINANCIAL INSTITUTIONS~~▇▇▇▇▇▇▇▇ RESOURCES, INC. ., a ~~New York corporation~~ company duly incorporated under the laws of the State of Nevada (herein called the ~~“Company”~~"Company ", which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________________________, or registered assigns, the principal sum of __________________________________ United States Dollars on ________________ [~~state other currency] on , 20 , [if~~ If the Security is to bear interest prior to Maturity, ~~insert—~~insert-, and to pay interest thereon from ~~, 20 ,~~ __________________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _____ and _____ in each year, commencing _____, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert-, and at the rate of ___% per annum on any overdue principal and premium and on any ~~overdue~~ installment of ~~interest]. [If applicable, insert~~ interest (~~The amount~~ to the extent that the payment of such interest ~~payable for any period~~ shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.legally enforceable)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____________ or _____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, insert~~— (~~-The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___% per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert~~— (~~-Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—-any such] interest on this Security will be made by transfer of immediately available funds to a bank account in ___________ designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert~~— (~~-Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—-any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______________, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of ________________ in ~~and in~~ _____________, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying ~~Agent~~ Agency has received proper transfer instructions in writing at least 15 ___ days prior to the payment date)] [if applicable, ~~insert (;~~ insert-; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Comstock Resources Inc)

Form of Face of Security. The form of the face of any Security authenticated and delivered hereunder shall be substantially as follows. All Securities which are Global Securities must contain the Global Securities legend provided below. Unless and until a Security is sold under an effective Registration Statement pursuant to the Registration Rights Agreement, then each Security shall bear the legend for Restricted Securities provided below on the face thereof. In addition, all Securities must contain the tax legend identified below. JAKKS PACIFIC, INC. CONVERTIBLE SENIOR NOTE DUE 2023 [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~IF THE SECURITY IS A GLOBAL SECURITY, INSERT THE FOLLOWING LEGEND] ~~[If a Global Security, as required by Section 2.04 of this Indenture, insert—~~-- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF~~OF A DEPOSITARY. THIS SECURITY ~~MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED~~ IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME ~~OF, ANY~~ OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY ~~SECURITY~~ SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [IF THIS SECURITY IS A RESTRICTED SECURITY INSERT THE FOLLOWING LEGEND (THE "RESTRICTED SECURITIES LEGEND")] -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, SUBJECT TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. [ALL SECURITIES MUST INCLUDE THE FOLLOWING TAX LEGEND] THE COMPANY AGREES, AND BY ACCEPTANCE OF BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF SUCH SECURITIES WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THE SECURITIES AS INDEBTEDNESS THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS") AND, FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF ANY STOCK BENEFICIALLY RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OR REPURCHASE OF SUCH SECURITIES AS A CONTINGENT PAYMENT AND (2) TO BE BOUND BY THE COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THE SECURITIES. A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR SUCH SECURITIES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: JAKKS PACIFIC, INC.~~] NO~~, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ATTENTION: CHIEF FINANCIAL OFFICER. ~~U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~JAKKS PACIFIC, INC. CONVERTIBLE SENIOR NOTE DUE 2023 Cusip No.:▇▇▇▇▇▇▇▇▇ No: _______________ $___________ JAKKS PACIFIC, INC., a ~~New York~~ corporation duly existing and qualified under the laws of the State of Delaware (herein called the “"Company”, ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, on June 15, 2023, the ~~principal sum~~ Accreted Principal Amount of ~~United States Dollars [state other currency]~~ this Security on such date. For the sake of clarity, 20 the Accreted Principal Amount of this Security on June 15, ~~[if~~ 2023 will be $1,811.95 for every $1,000.00 of Principal Amount at Issuance of this Security, which, assuming that the Principal Amount at Issuance of this Security is ~~to bear interest prior to Maturity~~$98,000,000.00, ~~insert—~~is $177,571,100.00. The Principal Amount at Issuance of this Security is $98,000,000.00. In addition, ~~and~~ for value received, the Company hereby promises to pay ~~interest thereon~~ to Cede & Co., or registered assigns, (i) from June 9, 20 2003, or from the most recent Interest Payment Date to which interest has been paid or ~~duly~~ provided for, to, but not including June 15, 2010, cash interest at an annual rate of 4.625% of the Principal Amount at Issuance and (ii) from and after June 15, 2010 no cash interest shall be paid. Cash interest on this Security is payable semi-annually in arrears on June 15 and December 15 in each year, ~~commencing~~ with the first Interest Payment Date being December 15, ~~at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—~~2003, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall will be computed on the basis of a 360-day year comprised of twelve 30-day ~~months and the days elapsed in any partial month~~months. ~~In the event that any date on which~~ Each payment of cash interest ~~is payable~~ on this Security ~~is not a Business Day~~will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, ~~then a payment of~~ Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.case may be)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest payment, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for~~ for, and interest on such Defaulted Interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record ~~Date~~ Date, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 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 ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ the Indenture. ~~[If~~ Subject to the conditions of the Indenture and the accrual and record date provisions specified below, the Company shall pay contingent interest ("Contingent Interest") to the Holders during any six-month period from June 15 to December 14 and from December 15 to June 14, commencing with the six-month period beginning June 15, 2010, if the average Security ~~is not~~ Price for the Five-Trading-Day Measurement Period with respect to ~~bear interest prior to Maturity~~such six month period equals 120% or more of the Accreted Principal Amount of such Securities to, ~~insert— (The principal~~ but excluding, the day immediately preceding the first day of ~~this Security shall not bear interest except~~ the relevant six month period. Contingent Interest will be paid only in ~~the case of a default in payment of principal upon acceleration~~cash. Contingent Interest, ~~upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum~~if any, ~~which shall~~ will accrue from ~~the date of such default in payment to the date payment of such principal has been made~~ June 15 or ~~duly provided for. Interest on any overdue principal shall~~ December 15, as applicable, and will be payable on ~~demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at~~ the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable next succeeding Interest Payment Date~~)].] Reference is hereby made~~ . Contingent Interest will be paid to the ~~further provisions of this~~ Person in whose name a Security ~~set forth~~ is registered on the ~~reverse hereof,~~ next preceding Regular Record Date on which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposeContingent Interest is payable.

Appears in 1 contract

Sources: Indenture (Jakks Pacific Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If a Global Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If ~~applicable~~a Global Security to be held by The Depository Trust Company, ~~insert—~~then insert -- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [If Restricted Securities, then insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, (4) TO INSTITUTIONAL ACCREDITED INVESTORS IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.] [If a Regulation S Security, then insert -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] 10% SENIOR NOTES DUE June 1, 2007 [IF RESTRICTED GLOBAL SECURITY - CUSIP NO. ~~U.S.$~~ 114399AG3] [IF ANY REGULATION S SECURITY - CUSIP NoNO. U11155AB1] ~~FINANCIAL INSTITUTIONS~~[IF RE▇▇▇▇▇▇▇▇ S GLOBAL SECURITY - ISIN NO. - __________] ▇▇. __________ $_______________ Brooks Fiber Properties, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and existi▇▇ ▇▇▇er the laws of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of ~~United States~~ ______________ Dollars [~~state~~ if this Security is a Global Security, then insert: (which principal amount may from time to time be increased or decreased to such other ~~currency~~principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed $250,000,000 in the aggregate at any time) by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)] on June 1, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2007, and to pay interest thereon from May 29, ~~20 ,~~ 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year, commencing December 1, 1997 at the rate of 10% per annum, until the principal hereof is paid or made available for payment [~~if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [~~If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business DayOriginal Securities, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; : provided, however, that ~~payment~~ if (i) the Company has not filed a registration statement (the "Exchange Registration Statement") under the Securities Act of ~~interest may~~ 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such Security will not contain terms with respect to the Special Interest payments described below or transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (or, in lieu thereof, a registration statement registering this Security for resale (a "Resale Registration Statement")) by July 28, 1997, or (ii) the Exchange Registration Statement relating to the Exchange Offer or, if applicable, the Resale Registration Statement has not become or been declared effective by August 27, 1997, or (iii) the Exchange Offer has not been completed within 45 days after the date on which the Exchange Registration Statement has become or been declared effective initially (if the Exchange Offer is then required to be made at pursuant to the ~~option~~ Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement"), dated as of May 29, 1997, by and between the Company, the Purchasers (as defined therein) and the Holders from time to time of the ~~Company through~~ Securities) or (iv) either the ~~Paying Agent by [United States Dollar] [state other currency] check mailed to~~ Exchange Registration Statement or, if applicable, the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in Resale Registration Statement is filed and declared effective (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.except as

Appears in 1 contract

Sources: Indenture (Brooks Fiber Properties Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A REGULATION S GLOBAL SECURITY--THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 3.05(b) OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL SECURITY DURING THE RESTRICTED PERIOD.] [~~If a Global Security~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY-- THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, ~~as required by Section 2.04 of this Indenture~~AS AMENDED (THE "SECURITIES ACT"), ~~insert—~~AND THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON ITS CONVERSION MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. SECURITIES MAY ONLY BE SOLD IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF RITE AID CORPORATION AND ITS SUCCESSORS THAT (A) THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON ITS CONVERSION MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III) UNLESS PREVIOUSLY AGREED WITH THE COMPANY, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTION ON ANY PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THERETO) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. CONVERSION OF THIS SECURITY IS SUBJECT TO CERTIFICATION AND OTHER REQUIREMENTS, AND ANY SECURITIES ISSUED ON SUCH CONVERSION WILL BE SUBJECT TO THE TRANSFER RESTRICTIONS REFERRED TO ABOVE.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY--THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A ~~DEPOSITARY~~ DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE DEPOSITARY~~ SUCH DEPOSITORY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~. EVERY~~ .] [INCLUDE IF SECURITY ~~AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE~~ IS A GLOBAL SECURITY ~~SUBJECT TO~~ AND THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~DEPOSITORY TRUST COMPANY IS THE U.S. DEPOSITORY--UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ CEDE & CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE ~~HEREOF~~ THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NORITE AID CORPORATION 5.25% CONVERTIBLE SUBORDINATED NOTES DUE SEPTEMBER 15, 2002 No. ~~U.S.$ [~~$ CUSIP No~~. ] FINANCIAL INSTITUTIONS~~.: RITE AID CORPORATION, ~~INC.~~ a ~~New York~~ Delaware corporation (herein called the “"Company”", which term includes any successor Person under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ~~United States Dollars~~ U.S. Dollars, or such other amount (not to exceed six hundred and fifty million dollars ($650,000,000) when taken together with all of the Company's 5.25% Convertible Subordinated Notes due September 15, 2002 issued and outstanding in definitive certificated form or in the form of another Global Security) as may from time to time represent the principal amount of the Company's 5.25% Convertible Subordinated Notes due September 15, 2002 in respect of which beneficial interests are held through the U.S. Depositary in the form of a [~~state other currency~~Restricted] [Regulation S] Global Security, on September 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—,~~ 2002 and to pay interest thereon from September 10, ~~20 ,~~ 1997 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually in arrears on March 15 and September 15 in each year, commencing on March 15, 1998, and at Maturity at the rate of 5.25% per annum, until the principal hereof is paid or made available for ~~payment [if applicable, insert—, and~~ payment; provided that any amount of such principal or interest that is overdue shall bear interest at the rate of 5.25% per annum (to the extent that payment of such interest shall be legally enforceable), from the date such amount is due until it is paid or made available for payment, and such interest on any overdue ~~principal and premium and on any overdue installment of interest]. [If applicable, insert (The~~ amount ~~of interest payable for any period~~ shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, if such manner shall be deemed practical by the Trustee, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer of~~ in immediately available funds ~~to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public~~ and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [~~, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or, at the option of the Holder and subject to any fiscal or other laws ~~or regulations applicable thereto~~ and ~~to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~regulations, at ~~the [main] offices of in and in ,~~ any other office or ~~at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account~~ agency maintained by the ~~payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (;~~ Company for such purpose; provided, however, that upon written application (including wire payment ~~of interest may be made at~~ instructions) by the ~~option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed~~ Holder to the ~~addresses of~~ Security Registrar not later than the ~~Persons entitled thereto as~~ 10th day immediately preceding the relevant Regular Record Date, such ~~addresses shall appear in the Security Register] [or~~ Holder may receive payment by wire transfer to a ~~[United States Dollar] [state other currency]~~ U.S. Dollar account (such transfers to be made only to Holders of an aggregate principal amount in excess of U.S. $2,000,000) maintained by the payee with a bank in The City of New York; and provided further that, subject to the preceding proviso, payment of interest may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided further that payment of principal of, or interest on this Security and payment of any Liquidated Damages (~~so long~~ as defined on the reverse hereof) may be made at an office or agency of the Corporate Trust Office of the Trustee in The City of New York, if (but only if) payment of the full amount of such principal, interest or Liquidated Damages, as the ~~applicable Paying Agent has received proper transfer instructions in writing~~ case may be, at all offices outside the United States maintained for such purpose by the ~~Record Date prior~~ Company in accordance with the Indenture is illegal or effectively precluded because of exchange controls or other similar restrictions on the full payment or receipt of such amounts in United States Dollars, as determined by the Company. Unless such designation is revoked, any such designation made by the Holder with respect to this Security will remain in effect with respect to future payments with respect to this Security payable to the ~~applicable Interest Payment Date)].]~~ Holder. The Company will pay any administrative costs imposed by banks in connection with making any such payments upon application of such Holder for reimbursement. If this Security is a Global Security, then, notwithstanding the second sentence of this paragraph, each such payment will be made in accordance with the procedures of the U.S. Depository as then in effect. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by the manual ~~signature~~signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Convertible Subordinated Notes Agreement (Rite Aid Corp)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code~~ Rule 144A Securities and the ~~regulations thereunder.]~~ Regulation S Securities (including beneficial interests in the Global Securities and, subject to Section 3.06(c), their Successor Securities) shall be subject to certain restrictions on transfer and shall bear a legend in substantially the following form: “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES”. [If the Security is a Global Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If ~~applicable~~the Security is a Global Security and The Depository Trust Company is to be the Depositary therefor, ~~insert—~~then insert — UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$~~ [~~CUSIP~~ SERIES B]1 FIRST PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2010 No. $ [ ] ~~FINANCIAL INSTITUTIONS~~[If Restricted Global Security—CUSIP Number 90338R AD 6] [If Regulation S Global Security—CUSIP Number U91286 AB 7] [If Exchange Security—CUSIP Number [ ]] US Unwired Inc., ~~INC.~~ a ~~New York~~ corporation duly organized and existing under the laws of Louisiana (herein called the “Company”, ,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or its registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency] on , 20 ,~~ [if the Security is a Global Security, then insert — , or such other principal amount as may be set forth in the records of the Trustee hereinafter referred to ~~bear interest prior to Maturity~~in accordance with the Indenture,] on June 15, ~~insert—, and to~~ 2010. The Company shall pay interest ~~thereon~~ in cash on the principal amount hereof from June 16, ~~20 ,~~ 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually on and in each year, commencing ,~~ at ~~the~~ a floating rate of LIBOR (as defined) plus 4.25% per ~~annum~~annum (reset quarterly on each Interest Payment Date and calculated in accordance with Section 3.11(b) of the Indenture), until the principal amount hereof is paid or made available for payment. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) in cash (to the extent that the payment ~~[if applicable, insert—, and~~ of such interest shall be legally enforceable) at the rate ~~of % per annum~~ determined by the preceding paragraph on any overdue principal and ~~premium~~ premium, if any, and on any overdue installment of ~~interest]~~interest and Liquidated Damages (without regard to any applicable grace periods), if any, until paid. ~~[If applicable~~The Company shall pay Liquidated Damages, ~~insert~~ if any, in cash as provided in the Registration Rights Agreement. The Company shall pay interest and Liquidated Damages, if any, on the Securities quarterly on each Interest Payment Date (~~The amount of interest payable for any period~~ which shall be ~~computed on the basis~~ March 15, June 15, September 15 and December 15 of ~~twelve 30-day months and a 360-day~~ each year), commencing September 15, 2004. ~~The amount of interest payable~~ 1 Include only for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]Exchange Securities. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date ~~will~~shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1, June 1, September 1 or December 1 (whether or not a Business Day), as the case may be, ~~next~~ immediately preceding such Interest Payment Date [if the Security is an Original Security, then insert —, provided that any accrued and unpaid interest (including Liquidated Damages, if any) on this Security upon the issuance of an Exchange Security in exchange for this Security shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Security to the Holder thereof on the related Regular Record Date]. Any such interest or Liquidated Damages not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice of which shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ the Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and ~~premium~~Liquidated Damages, if any)~~] and [if applicable~~, ~~insert—any such] interest~~ on this Security ~~will~~ shall be made at the Corporate Trust Office or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, [New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, ~~that payment of interest may be made~~ that, at the option of the ~~Company through the Paying Agent~~ Company, payment of interest or Liquidated Damages, if any, may be made by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to~~ . Notwithstanding the foregoing, if a ~~[United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent~~ Holder has ~~received proper~~ given wire transfer instructions ~~in writing by the Record Date prior~~ to the ~~applicable Interest Payment Date)].]~~ Company, the Company shall pay all principal, interest, premium, if any, or Liquidated Damages, if any, on that Holder’s Securities in accordance with those instructions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Texas Unwired)

Form of Face of Security. [~~Insert any legend required by~~ THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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 ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF THQ INC. THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THQ INC. OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES. 5.00% Convertible Senior Notes due 2014 (1) Pursuant to Section 3.11 of the ~~United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this~~ Indenture, ~~insert—~~at such time as the Company notifies the Trustee to remove the legend (other than the two paragraphs beginning “INCLUDE IF THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYSECURITY…”), ~~ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [~~the CUSIP number for this Security shall be deemed to be CUSIP No. ~~] FINANCIAL INSTITUTIONS, INC~~872443 AB2. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this This Security shall not ~~bear interest except in the case of a default in payment of principal upon acceleration, upon redemption~~ be valid or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on become obligatory for any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (THQ Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY - THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR OTHER APPLICABLE EXEMPTION OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 18, 2002, ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP NO. ~~U.S.$ [CUSIP No.~~ [ ] ~~FINANCIAL INSTITUTIONS~~$[ ] Computer Associates International, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “"Company”"), which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] United States Dollars ($ ) [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY - (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on March 15, ~~20 , [if~~ 2007 (the ~~Security is to bear interest prior to~~ "Stated Maturity~~, insert—,~~ ") and to pay interest ~~thereon from~~ on said principal sum semi-annually on March 15 and September 15 of each year, 20 commencing September 15, or 2002 at the initial rate of 5% per annum to holders of record on the immediately preceding March 1 and September 1, respectively. Interest on this Security shall accrue from the most recent ~~Interest Payment Date~~ date to which interest has been paid, or if no interest has been paid, from March 18, 2002, until the Principal Amount is paid or duly ~~provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or~~ made available for ~~payment [if applicable~~payment. Except as otherwise provided in the Indenture, ~~insert—, and at~~ the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of~~ interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security ~~is not a Business Day, then a payment of~~ pursuant to the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, Indenture on any ~~Interest Payment Date will, as provided in such Indenture,~~ March 15 or September 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record ~~Date for such interest~~Date, which shall be the March 1 or September 1 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date. Any~~ March 15 or September 15, respectively; provided that, any such interest not so punctually paid or duly provided for shall ~~forthwith cease to~~ be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as ~~may be required by such exchange or automated quotation system, all as more fully~~ provided in ~~such~~ the Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest accrued on this Security ~~will~~ shall be made by ~~transfer~~ check mailed to the address of ~~immediately available funds to a bank account designated by~~ the Holder of this Security specified in the register of Securities, or, at the option of the Holder of this Security, at the Corporate Trust Office, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject~~ ; provided, however, that, with respect to any ~~laws or regulations applicable thereto and to the right~~ Holder of ~~the Company (as provided~~ Securities with an aggregate principal amount in ~~the Indenture) to rescind the designation~~ excess of ~~any such Paying Agent~~$5,000,000, at the ~~[main] offices~~ request of such Holder in writing to the Company, interest on such Holder's Securities shall be paid by wire transfer in immediately available funds in accordance with the written wire transfer instruction supplied by such Holder from time to time to the Trustee and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent ~~has received proper transfer instructions in writing~~ (if different from the Trustee) at least 15 two days prior to the applicable Regular Record Date; provided that any payment ~~date)] [if applicable, insert (; provided, however, that payment of interest may~~ to the Depositary or its nominee shall be ~~made at~~ paid by wire transfer in immediately available funds in accordance with the ~~option of~~ wire transfer instruction supplied by the ~~Company through~~ Depositary or its nominee from time to time to the Trustee and Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (~~so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ if different from Trustee) at least two days prior to the applicable ~~Interest Payment~~ Regular Record Date~~)].]~~ . Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Company the right to repurchase this Security commencing March 21, 2005 and the Holder of this Security the right to convert this Security into Common Stock of the Company and the right to require the Company to repurchase this Security upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (Computer Associates International Inc)

Form of Face of Security. ~~[Insert any legend required by~~ The following legends shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR A NOMINEE ~~THEREOF~~OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: -------------------------------------------------------------------------------- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. COMPANHIA VALE DO RIO DOCE No. [ ] ~~NO. U.S.$ [~~----- CUSIP No. [ ] ~~FINANCIAL INSTITUTIONS~~$[ ] ------ --- COMPANHIA VALE DO RIO DOCE, ~~INC.~~ a ~~New York corporation~~ company organized under the laws of the Federative Republic of Brazil (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [ ], or registered -- assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] ~~on , 20 ,~~ [if the Security is -- -- to bear interest prior to Maturity, ~~insert—~~insert -- , and to pay interest thereon from ~~, 20 ,~~ [ ] or from the most recent Interest Payment Date to -- which interest has been paid or duly provided for, semi-annually on [ ] and [ ] in each year, commencing [ ], and at the Maturity -- -- -- thereof, at the rate of [ ]% per annum, until the principal hereof is -- paid or made available for payment [if applicable, ~~insert—~~insert -- , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of [ ]% -- per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, -- -- next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for ~~shall~~ on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. -------------------------------------------------------------------------------- [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon ~~redemption~~ redemption, upon repurchase or at Stated Maturity and ~~in such case the~~ i▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇l [and any overdue ~~principal of this Security~~ premium] shall bear interest at the rate of [ ]% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ -- interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert -- any such] interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States ~~of America~~ as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , upon surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest payable on an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] -------- COMPANHIA VALE DO RIO DOCE By: ---------------------- Name: Title: By: ---------------------- Name: Title:

Appears in 1 contract

Sources: Indenture (Vale Overseas LTD)

Appears in 1 contract

Sources: Indenture (Microsoft Corp)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . . [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . . . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]] [Insert any other legend required by the ~~United States Internal Revenue~~ Code ~~and~~ or the regulations thereunder.] [If a Global ~~Security, as~~ Security,—insert legend required by Section ~~2.04~~ 2.4 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert~~insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NONo . ~~U.S.$~~ . . . . . . U.S. $. . . . . . [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Constellation Energy Partners LLC)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If a Global Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If ~~applicable~~a Global Security to be held by The Depository Trust Company, ~~insert—~~then insert — UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO[If the Original Securities, then insert — THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.] [If the Security is a Regulation S Security, then insert — THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [If the Security is a Regulation S Temporary Global Security, then insert — THIS SECURITY IS A REGULATION S TEMPORARY GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. ~~U.S.$ [~~INTERESTS IN THIS REGULATION S TEMPORARY GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN THE INDENTURE) EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.] No. $ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~Regency Centers, ~~INC.~~ L.P., a ~~New York corporation~~ limited partnership duly organized and existing under the laws of Delaware (herein called the “~~Company~~Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars ~~[state other currency] on , 20 ,~~ (such amount the “principal amount” of this Security) [if the Security is a Global Security, then insert —, or such other principal amount (which, when taken together with the principal amounts of all other Outstanding Securities, shall not exceed $350,000,000 in the aggregate at any one time) as may be set forth in the records of the trustee hereinafter referred to ~~bear interest prior to Maturity~~in accordance with the Indenture,] on August 1, ~~insert—~~2015, and to pay interest thereon from July 18, ~~20 ,~~ 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 2006, at the rate of 5.25% per annum, until the principal hereof is paid or made available for ~~payment [if applicable, insert—~~payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7.25% per annum on any overdue principal and premium and on any overdue installment of ~~interest]~~interest until paid. [If Original Securities, then insert — provided, however, that if (i) the Issuer and the Guarantor have not filed a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), registering a security substantially identical to this Security pursuant to an exchange offer (the “Exchange Offer”) (the “Exchange Registration Statement”) by September 16, 2005, or, if applicable, ~~insert~~ a registration statement registering this security for resale (~~The~~ the “Resale Registration Statement”) has not been filed on or prior to the date (the “Resale Registration Filing Deadline”) upon which it is required to be filed under the Registration Rights Agreement, dated as of July 18, 2005 (the “Registration Rights Agreement”) or (ii) the Exchange Registration Statement relating to the Exchange Offer has not become or been declared effective by January 14, 2006 or, if applicable, the Resale Registration Statement has not been declared effective within 90 days of Resale Registration Filing Deadline or (iii) the Exchange Offer has not been completed within 30 business days after the date on which the Exchange Registration Statement has become or been declared effective initially or (iv) either the Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective or (v) the Issuer and the Guarantor have not consummated the Exchange Offer (or, if applicable, the Resale Registration Statement has not become effective) within 240 days following the Closing, in each case (i) through (v) upon the terms and conditions set forth in the Registration Rights Agreement, by and between the Issuer and the Holders from time to time of the Securities (each such event referred to in clauses (i) through (v), a “Registration Default”), then the per annum interest rate borne by the Securities shall increase (the “Step-Up”) by 0.25% per annum on the principal amount of the Securities for the first 90 days after the occurrence of the Registration Default and by an additional 0.25% per annum on the principal amount of the Securities thereafter until such time (the “Step-Down Date”) as no Registration Default is in effect (after which such interest ~~payable for any period~~ rate will be restored to its initial rate). Interest accruing as a result of the Step-Up is referred to herein as “Additional Interest.” Accrued Additional Interest shall be ~~computed~~ paid semi-annually on the Interest Payment Dates; and the amount of accrued Additional Interest shall be determined on the basis of ~~twelve 30-day months~~ the number of days actually elapsed. Any accrued and ~~a 360-day year. The amount of~~ unpaid interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable (including Additional Interest) on this Security ~~is not a Business Day, then a payment~~ upon the issuance of an Exchange Security in exchange for this Security shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Additional Interest) shall be 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~~ Interest Payment Date for such ~~delay) with~~ Exchange Security to the ~~same force and effect as if made~~ Holder thereof on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for businessrelated Regular Record Date.~~)].~~ ] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the ~~Company~~ Issuer maintained for that purpose in Jacksonville, [Florida or in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Issuer payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Regency Centers Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE]. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [~~If applicable, insert—~~UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE ~~OF THE DEPOSITORY TRUST COMPANY)~~OF) DTC, ANY TRANSFER, PLEDGE OR OTHER USE ~~HEREOF~~ THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NOAVON PRODUCTS, INC. ~~U.S.$~~ [Title of Security] CUSIP No. ~~] FINANCIAL INSTITUTIONS~~__________ $________ Avon Products, ~~INC.~~ Inc., a corporation duly organized and existing under the laws of New York ~~corporation~~ (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal sum of ~~United States~~ _____________________ Dollars [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY -- (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on ~~, 20 , [if the Security is to bear interest prior to Maturity, insert—~~______________________, and to pay interest thereon from ~~, 20 ,~~ _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ [semiannually] on _____ and _____ in each year, commencing , _____ at the rate of ___% per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____ or _____ (whether or not a Business Day), as the case may be, ~~next~~ immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register~~] [or by transfer to~~ . If this Security is a ~~[United States Dollar] [state other currency] account maintained by~~ Global Security, then notwithstanding the ~~payee~~ foregoing, each such payment will be made in accordance with ~~a bank~~ the procedures of the Depositary as then in ~~(so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]~~ effect. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Avon Products Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY — THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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 ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO NOVELLUS SYSTEMS, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO[INCLUDE IN ALL SECURITIES — THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. ~~U.S.$ [CUSIP No~~PURSUANT TO SECTION 5.14 OF THE INDENTURE, THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF A SECURITY AGREES, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (I) TO TREAT THE SECURITIES AS INDEBTEDNESS OF THE COMPANY SUBJECT TO UNITED STATES TREASURY REGULATIONS SECTION 1.1275-4 (THE “CONTINGENT DEBT REGULATIONS”) AND, FOR PURPOSES OF THE CONTINGENT DEBT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF ANY COMMON STOCK BENEFICIALLY RECEIVED UPON CONVERSION AS A CONTINGENT PAYMENT, (II) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO SUCH HOLDER’S SECURITIES AND (III) TO USE SUCH “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE” IN DETERMINING INTEREST ACCRUALS WITH RESPECT TO SUCH HOLDER’S SECURITIES AND IN DETERMINING ADJUSTMENTS THERETO. ~~] FINANCIAL INSTITUTIONS~~A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: NOVELLUS SYSTEMS, INC~~. a New York corporation (herein called the “Company”~~., ~~which term includes any successor Person under the Indenture hereinafter referred to)~~▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ~~for value received~~▇▇▇ ▇▇▇▇, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.▇▇ ▇▇▇▇▇

Appears in 1 contract

Sources: Indenture (Novellus Systems Inc)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. ~~U.S.$~~ [CUSIP No. ] U.S.$ FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Financial Institutions Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE UNLESS PURSUANT TO SECTION 3.5(d) OF THE INDENTURE, THE COMPANY DETERMINES THAT THE FOLLOWING LEGEND MAY BE REMOVED -- THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ASECURITIES ACT@), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE ARESALE RESTRICTION TERMINATION DATE@), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) FOR SO LONG AS THE NOTES AND THE COMMON STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A AQUALIFIED INSTITUTIONAL BUYER@ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY=S AND THE TRUSTEE=S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—DEPOSITED WITH DTC B UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY, A NEW YORK CORPORATION,~~ COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO~~. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY~~.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE THREE OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] ~~NO. U.S.$ [CUSIP~~ CommScope, Inc. 4% Convertible Subordinated Debentures Due 2006 No. ~~] FINANCIAL INSTITUTIONS~~Principal Amount: $ Cusip No. 203372AA5 Issue Date: De▇▇▇▇▇▇ ▇▇, ~~INC.~~ 1999 CommScope, Inc., a ~~New York~~ corporation duly organized and existing under the laws of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________, or registered assigns, the principal sum of ~~United States~~ ___________ Dollars [~~state~~ if this Security is a Global Security, then insert --(which principal amount may from time to time be increased or decreased to such other ~~currency~~principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed $________ in the aggregate at any time) by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)] on December 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2006, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed as specified on the ~~basis~~ other side of ~~twelve 30-day months and a 360-day year~~this Security. ~~The amount of interest payable for any partial period shall be computed~~ This Security is convertible as specified on the ~~basis~~ other side of ~~a 360-day year of twelve 30-day months and~~ this Security. All capitalized terms used herein without definition shall have the ~~days elapsed~~ respective meanings assigned thereto in ~~any partial month. In~~ the ~~event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made~~ Indenture referred to on the ~~next succeeding day which is a Business Day (and without any interest or~~ other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities side of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such IndentureSecurity. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Commscope Inc)

Form of Face of Security. ~~[Insert any legend required by~~ The following legends shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR A NOMINEE ~~THEREOF~~OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. No. [ ] ~~NO. U.S.$ [~~CUSIP No. [ ] ~~FINANCIAL INSTITUTIONS~~$ [ ] VALE CAPITAL LIMITED, ~~INC.~~ a ~~New York corporation~~ company organized and existing under the laws of the Cayman Islands (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [ ], or registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] ~~on , 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert — , and to pay interest thereon from ~~, 20 ,~~ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [ ] and [ ] in each year, commencing [ ], and at the Maturity thereof, at the rate of [ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of [ ]% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for ~~shall~~ on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, ~~upon redemption~~ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of [ ]% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert — any such] interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States ~~of America~~ as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , upon surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest payable on an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] By: Name: Title: By: Name: Title: The undersigned hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium, interest, Additional Amounts and all other amounts that may come due and payable under this Security. In Witness Whereof, the Guarantor has caused this instrument to be duly endorsed. By: Name: Title: By: Name: Title:

Appears in 1 contract

Sources: Indenture (Vale Capital LTD)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS , 20 [AND] [,] THE YIELD TO MATURITY IS [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS .]] [Insert any other legend required by the United States Internal Revenue Code ~~and~~ or the regulations thereunder.] [If a Global ~~Security, as~~ Security,—insert legend required by Section ~~2.04~~ 2.4 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert~~insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$~~ No U.S. $ [CUSIP No. ~~] FINANCIAL INSTITUTIONS~~CORNELL COMPANIES, INC. ., a ~~New York corporation~~ company duly incorporated under the laws of the State of Delaware (herein called the “Company”, ,” which term includes any successor or resulting Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars on [~~state other currency] on , 20 , [if~~ If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert , and at the rate of % per annum on any overdue principal and premium and on any ~~overdue~~ installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, insert~~— (~~—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert~~— (~~—Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private ~~debts [state other currency]~~debts.] [If a Definitive Security, insert~~— (~~—Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency~~] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in ~~and in~~ , or at such other offices or agencies as the Company may designate, by [United States Dollar~~] [state other currency~~] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying ~~Agent~~ Agency has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, ~~insert (;~~ insert—; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by [United States ~~Dollar] [state other currency]~~ Dollar check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States ~~Dollar] [state other currency]~~ Dollar account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Cornell Abraxas Group, Inc.)

Form of Face of Security. ~~[Insert any legend required by~~ The following legends shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR A NOMINEE ~~THEREOF~~OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2. OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. No. [ ] ~~NO. U.S.$ [~~CUSIP No. [ ] ~~FINANCIAL INSTITUTIONS~~$[ ] COMPANHIA VALE DO RIO DOCE, ~~INC.~~ a ~~New York corporation~~ company organized under the laws of the Federative Republic of Brazil (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [ ], or registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] ~~on , 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert — , and to pay interest thereon from ~~, 20 ,~~ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [ ] and [ ] in each year, commencing [ ], and at the Maturity thereof, at the rate of [ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert — , provided that any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of [ ]% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not so punctually paid or duly provided for ~~shall~~ on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which ~~the Securities of~~ this ~~series~~ Security may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, ~~upon redemption~~ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or at Stated Maturity and in such case the overdue principal ~~of this Security~~ [and any overdue premium] shall bear interest at the rate of [ ]% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] and [if applicable, ~~insert—~~insert — any such] interest on this Security will be made ~~by transfer of immediately available funds~~ pursuant to ~~a bank account designated by~~ the ~~Holder in such coin or currency~~ Applicable Procedures of the ~~United States of America~~ Depositary as at permitted in the ~~time of payment~~ Indenture, provided, however, that if this Security is ~~legal tender for payment of public and private debts [state other currency].] [If~~ not a ~~Definitive~~ Global Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will~~ payment may be made at the office or agency of the Company maintained for that purpose in New York, [New York, in such coin or currency of the United States ~~of America~~ as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to~~ , upon surrender of this Security in the case of any ~~laws or regulations applicable thereto and to~~ payment due at the ~~right~~ Maturity of the ~~Company~~ principal thereof (~~as provided in the Indenture) to rescind the designation~~ other than any payment of ~~any such Paying Agent~~interest payable on an Interest Payment Date); and provided, further, that at the ~~[main] offices~~ option of ~~in and in~~ the Company, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.. In Witness Whereof, the Company has caused this instrument to be duly executed. Dated: [ ] By: Name: Title: By: Name: Title:

Appears in 1 contract

Sources: Indenture (Vale Overseas LTD)

Form of Face of Security. ~~[Insert~~ (a) The form of the face of any Initial Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective registration statement under the Securities Act or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective registration statement under the Securities Act, in each case pursuant to the Registration Rights Agreement, then such Initial Security shall bear the legend ~~required by~~ set forth below (the ~~United States Internal Revenue Code and~~ "Private Placement Legend") on the ~~regulations thereunder.] [If a Global Security~~face thereof: THE SERIES A SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), ~~as required by Section 2.04 of this Indenture, insert—THIS~~ AND THE SERIES A SECURITY ~~IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TOIN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SERIES A SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SERIES A SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SERIES A SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE REQUIREMENTS OF THE ~~DEPOSITORY TRUST COMPANY~~SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), ~~A NEW YORK CORPORATION,~~ (2) TO THE COMPANY OR ~~ITS AGENT FOR~~ (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ~~TRANSFER, EXCHANGE~~ ANY STATE OF THE UNITED STATES OR ~~PAYMENT~~ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY ~~SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE~~ PURCHASER OF THE ~~DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE~~ SERIES A SECURITY EVIDENCED HEREBY OF THE ~~DEPOSITORY TRUST COMPANY)~~RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. In addition, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the unless and until an Initial Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and issued in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day form other than ~~(i) a Saturday or Sunday~~global form, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Initial Security shall bear ~~interest at~~ the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security legend set forth below (the "Global Legend") on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.face thereof:

Appears in 1 contract

Sources: Indenture (Park Place Entertainment Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If~~ Include if Security is a Restricted Global ~~Security, as required by Section 2.04 of this Indenture, insert—~~Security — THIS SECURITY IS (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A ~~GLOBAL SECURITY WITHIN~~ TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ~~MEANING~~ UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE ~~INDENTURE HEREINAFTER REFERRED TO~~ SECURITIES ACT, AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.~~ THIS SECURITY MAY NOT BE REOFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER OR ANY SUBSIDIARY THAT (A) THIS SECURITY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (IV) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER.] [Include if Security is a Regulation S Global Security — THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR ~~REGISTERED~~ FOR THE ACCOUNT OR ~~EXCHANGED FOR SECURITIES REGISTERED IN THE NAME~~ BENEFIT OF, ANY U.S. PERSON ~~OTHER THAN~~ EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE ~~DEPOSITARY OR A NOMINEE THEREOF~~ REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ~~NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT~~ ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCESSECURITIES ACT.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.REGULATION S GLOBAL SECURITY/RESTRICTED GLOBAL SECURITY]1 [ISIN Number] ~~NO. U.S.$~~ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interestNumber]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.**:

Appears in 1 contract

Sources: Indenture (Votorantim Cimentos S.A.)

Form of Face of Security. [Insert any legend required by the ~~United States~~ Internal Revenue Code and the regulations thereunder.] [~~If a~~ The following legend shall also appear on the face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE ~~HEREINAFTER~~ REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF ~~A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN~~ THE DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY, WHICH MAY BE ~~REGISTERED~~TREATED BY THE COMPANY, ~~EXCEPT IN~~ THE ~~LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED~~ TRUSTEE AND ~~DELIVERED UPON REGISTRATION~~ ANY AGENT THEREOF AS OWNER AND HOLDER OF ~~TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,~~ THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~FOR ALL PURPOSES.] [~~If applicable, insert—~~The following legend shall also appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERENCED IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] NO▇▇▇▇▇▇, INC. ~~U.S.$ [~~7% Senior Notes due June 15, 2005 No. _______ [ ]____________$CUSIP No. ~~] FINANCIAL INSTITUTIONS~~▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and existing under the laws of the State of Delaware (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________________, or registered assigns, the principal sum of ~~United States~~ __________________________________ Dollars ~~[state other currency]~~ on June 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2005, and to pay interest thereon from June 18, ~~20 ,~~ 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1998 at the rate of 7% per annum, until the principal hereof is paid or made available for ~~payment [if applicable, insert—~~payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7% per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so ~~payable,~~ payable and punctually paid or duly provided ~~for,~~ for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, [the City of New York or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (CTR Manufacturing Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ INCLUDE IF SECURITY IS A RESTRICTED SECURITY — THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF AFFYMETRIX, INC. THAT (A) PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO (I) AFFYMETRIX, INC. OR ANY SUBSIDIARY THEREOF, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (A)(IV) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER THE TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTION. IN ADDITION, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR THE COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT (OR ANY SUCCESSOR ACT). [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP~~ No. [ ] ~~FINANCIAL INSTITUTIONS~~CUSIP ▇▇. ▇▇▇▇▇▇ ▇▇ ▇ ▇.▇. $[ ] Affymetrix, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “Company”), which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] United States Dollars ($ ) [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY — (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on December 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—,~~ 2033 and to pay interest ~~thereon from~~ on said principal sum semi-annually on June 15 and December 15 of each year, 20 commencing June 15, or 2004 at the rate of 0.75% per annum to holders of record on the immediately preceding June 1 and December 1, respectively. Interest on this Security shall accrue from the most recent ~~Interest Payment Date~~ date to which interest has been paid, or if no interest has been paid, from December 15, 2003 until the Principal Amount is paid or duly ~~provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or~~ made available for ~~payment [if applicable~~payment. Except as otherwise provided in the Indenture, ~~insert—, and at~~ the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of~~ interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security ~~is not a Business Day, then a payment of~~ pursuant to the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, Indenture on any ~~Interest Payment Date will, as provided in such Indenture,~~ June 15 or December 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the ~~Regular~~ Record ~~Date for such interest~~Date, which shall be ~~the or~~ June 1 and December 1 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date~~June 15 or December 15, respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest accrued on this Security ~~will~~ shall be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, upon written application by a Holder of an aggregate Principal Amount of greater than U.S. $2 million to the Security Registrar setting forth wire instructions not later than ten days prior to the relevant payment date, such Holder may receive payment by wire transfer of in immediately available ~~funds to a bank account designated by the Holder~~ funds, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right~~ . The Issue Date of ~~the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~this Security is December 15, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] 2003. Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Company the right to repurchase this Security commencing December 15, 2008, the right to convert this Security into Common Stock of the Company subject to the occurrence of certain events and the right of the Holder of this Security to require the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or~~ Indenture. IN WITNESS WHEREOF, the Company has caused this instrument to be ~~valid or obligatory for any purpose.~~duly executed. AFFYMETRIX, INC. By: Authorized Signatory

Appears in 1 contract

Sources: Indenture (Affymetrix Inc)

Form of Face of Security. [Insert any legend required by the ~~United States~~ Internal Revenue Code and the regulations thereunder.] ~~[If a~~ The Rule 144A Global ~~Security~~Note and the Regulation S Global Note shall bear the following legend on the face thereof: "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, ~~as required by Section 2.04 of this Indenture~~SOLD, ~~insert—THIS SECURITY~~ PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO OMI CORPORATION OR A SUBSIDIARY THEREOF (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN~~ SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (5) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A ~~NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN~~ TRANSACTION EXEMPT FROM THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE REQUIREMENTS OF THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION,~~ SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ~~COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,~~ SECURITIES ACT AND ~~ANY SECURITY ISSUED IS REGISTERED~~ (B) IN ~~THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE~~ ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE ~~DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE~~ STATES OF THE ~~DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR~~ UNITED STATES AND OTHER ~~USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO~~JURISDICTIONS.~~, HAS AN INTEREST HEREIN.] NO~~" OMI CORPORATION ____% Senior Notes due 20 No. ~~U.S.$ [~~__________ $ __________ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~__________ OMI Corporation, ~~INC.~~ a ~~New York~~ corporation duly organized and existing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (herein called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ~~United States~~ [ ] Dollars ~~[state other currency~~on [ ] ~~on , 20 ,~~ [if the Security is to bear interest prior to Maturity, ~~insert—~~insert -- , and to pay interest thereon from ~~, 20 ,~~ [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on [ ] and [ ] in each year, commencing [ ], at the rate of [ ]% per annum, until the principal hereof is paid or made available for payment [if applicable, ~~insert—~~insert --, PROVIDED that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ...% per annum ~~on any overdue principal and premium and on any overdue installment~~ (to the extent that the payment of ~~interest]. [If applicable, insert (The amount of~~ such interest ~~payable for any period~~ shall be ~~computed on~~ legally enforceable), from the ~~basis of twelve 30-day months~~ dates such amounts are due until they are paid or made available for payment, and ~~a 360-day year. The amount of~~ such interest ~~payable for any partial period~~ shall be ~~computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is~~ payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, ~~insert— (~~insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal ~~of this Security~~ and any overdue premium shall bear interest at the rate of ....% per ~~annum, which shall accrue from the date of such default in payment~~ annum (to the ~~date~~ extent that the payment of such ~~principal has been~~ interest shall be legally enforceable), from the dates such amounts are due until they are paid or made ~~or duly provided for~~available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on ~~any~~ overdue principal ~~that~~ or premium which is not so paid on demand shall bear interest at the rate of [ ]% per ~~annum~~annum (to the extent that the payment of such interest on interest shall be legally enforceable), ~~which shall accrue~~ from the date of such demand until the amount so demanded is paid or made available for ~~payment to the date payment of such interest has been made or duly provided for, and such~~ payment. Interest on any overdue interest shall ~~also~~ be payable on demand.)]] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—~~any ~~such]~~ such interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in the Stamford, Connecticut, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert ~~(; provided~~--; PROVIDED, ~~however~~HOWEVER, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Omi Corp/M I)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If the Security is to be a Rule 144A Global Security, ~~as required by Section 2.04~~ insert X This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is [held by][registered in the name] of a Book-Entry Depositary or a nominee of a Book-Entry Depositary. This Security is exchangeable for securities [held by][registered in the name of] a person other than the Book-Entry Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this ~~Indenture~~Security (other than a transfer of this Security as a whole by the Book-Entry Depositary to a nominee of the Book-Entry Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry Depositary or another nominee of the Book-Entry Depositary) may be [made][registered], ~~insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF~~except in limited circumstances. ~~THIS SECURITY MAY NOT BE TRANSFERRED TO~~Unless this Global Security is presented by an authorized representative of the Book-Entry Depositary to the issuer or its agent for [registration of transfer], ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF~~exchange or payment, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)and any definitive security is issued in the name or names as directed in writing by the Book-Entry Depositary, ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO.~~in as much as the [bearer][registered owner] hereof, ~~HAS AN INTEREST HEREIN~~the Book-Entry Depositary, has an interest herein.] NO[If the security is a Global Security, insert X THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ~~U.S.$~~ THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN TO THE COMPANY, SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES.] [~~CUSIP~~ If the Security is a Regulation S Temporary Global Security, insert X THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE HEREINAFTER REFERRED TO. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.] WPD HOLDINGS UK [Title of the Security] No. [____________] ~~FINANCIAL INSTITUTIONS~~$[____________] WPD HOLDINGS UK, ~~INC.~~ a ~~New York corporation~~ company duly organized and existing under the laws of England and Wales (herein called the “"Company”, ," which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay ~~to ,~~ [the bearer upon surrender hereof] [name of registered owner or its registered assigns], the principal sum of ~~United States~~ [_______] Dollars on [~~state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—~~_______], and to pay interest thereon from ~~, 20~~ [_______], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [_______] and in [_______] of each year, commencing on [_______], at the rate ~~of %~~ per ~~annum~~annum provided in the title hereof, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to [the bearer on such Interest Payment Date,] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [_______] or [_______] (whether or not a Business Day), as the case may be, ~~next~~ immediately preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to [the ~~Holder~~ bearer on such Interest Payment Date] [the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular ~~Record Date~~ Records Date] and may ~~either~~ be paid to [the bearer at the time of payment of such Defaulted Interest] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date], or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to ~~Maturity~~maturity, ~~insert— (~~insert - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of [yield to maturity] % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % [yield to maturity]% per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and [interest, if ~~applicable~~any, ~~insert—any such] interest~~ on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in [______________] 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 [~~state other currency].] [~~If this Security is not a ~~Definitive~~ Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; -; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [~~or by transfer to~~ If this Security is a ~~[United States Dollar] [state other currency] account maintained by the payee with a bank~~ Global Security, insert applicable manner of payment]. All payments of principal and interest (including payments of discount and premium, if any) in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions respect of this Security ~~set forth~~ shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the ~~reverse hereof~~United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax ("United Kingdom Taxes"), ~~which further provisions~~ unless such withholding or deduction is required by law. In the event of any such withholding or deduction, the Company shall ~~for all purposes~~ pay to the Holder such additional amounts (the "Additional Amounts") as will result in the payment to such Holder of the amount that would otherwise have been receivable by such Holder in the ~~same effect as if set forth at this place. Unless the certificate~~ absence of ~~authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature~~such withholding or deduction, ~~this Security~~ except that no such Additional Amounts shall ~~not~~ be ~~entitled to any benefit under the Indenture or be valid or obligatory for any purpose.~~payable:

Appears in 1 contract

Sources: Indenture (PPL Electric Utilities Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY OR A DEFINITIVE SECURITY OTHER THAN A RESTRICTED GLOBAL SECURITY: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY, AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF, MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert—THIS~~ INCLUDE IF SECURITY IS A RESTRICTED GLOBAL SECURITY: THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY ~~WITHIN~~ (OR ITS PREDECESSOR) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ~~MEANING~~ UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ~~INDENTURE HEREINAFTER REFERRED TO~~ "SECURITIES ACT"), AND ~~IS REGISTERED IN~~ SUCH SECURITIES AND THE ~~NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, ~~OR REGISTERED OR EXCHANGED FOR~~ THE SECURITIES ~~REGISTERED~~ ACT. EACH PURCHASER OF ANY BENEFICIAL INTEREST IN THE ~~NAME OF,~~ SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF SUCH BENEFICIAL INTEREST MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. EACH BENEFICIAL OWNER OF AN INTEREST IN ANY ~~PERSON OTHER THAN~~ OF THE SECURITIES EVIDENCED BY THIS GLOBAL SECURITY INCLUDING ANY PARTICIPANT IN THE DEPOSITARY ~~OR A NOMINEE~~ HOLDING THE GLOBAL SECURITY THAT IS SHOWN AS HOLDING SUCH AN INTEREST ON THE RECORDS OF SUCH DEPOSITARY AND EACH BENEFICIAL OWNER THAT HOLDS THROUGH SUCH PARTICIPANT) AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) ANY BENEFICIAL INTEREST IN THE SECURITIES AND THE COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF ~~AND NO SUCH TRANSFER~~ MAY BE ~~REGISTERED~~OFFERED, ~~EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF~~RESOLD, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE PLEDGED OR OTHERWISE ~~BY OR~~ TRANSFERRED, ONLY (I) INSIDE THE UNITED STATES TO ~~ANY~~ A PERSON WHOM THE SELLER REASONABLY BELIEVES IS ~~WRONGFUL~~ A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN ~~AS MUCH AS~~ RULE 144A UNDER THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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 delaySECURITIES ACT) ~~with the same force and effect as if made on the date the payment was originally payable.~~ IN A ~~“Business Day” means any day other than (i) a Saturday or Sunday~~TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iiII) ~~a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law~~OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, ~~regulation or executive order to remain closed or~~ (~~iii~~III) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (~~or one or more Predecessor Securities~~IF AVAILABLE) ~~is registered at the close of business on the Regular Record Date for such interest, which shall be the or~~ OR (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor SecuritiesIV) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE

Appears in 1 contract

Sources: Indenture (Spacehab Inc \Wa\)

Form of Face of Security. The form of the face of any Initial Securities authenticated and delivered hereunder shall be substantially as follows: [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE PARENT GUARANTOR'S, THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES C, D, E AND F TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), TO REQUIRE THAT A TRANSFER NOTICE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUER, THE PARENT GUARANTOR AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [~~If a Global Security~~IF THE SECURITY IS A GLOBAL SECURITY, ~~as required by Section 2.04 of this Indenture, insert—~~THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~. EVERY~~ .] [IF THE SECURITY ~~AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE~~ IS A GLOBAL SECURITY ~~SUBJECT~~ AND DTC IS TO BE THE ~~FOREGOING~~DEPOSITARY THEREFOR, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~THEN INSERT -- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~USI AMERICAN HOLDINGS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Us Industries Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ AMERICAN BANCSHARES, INC. ____% Junior Subordinated Deferrable Interest Debentures due ______ __, 2028 [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert - THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ~~] FINANCIAL INSTITUTIONS~~$__________ American Bancshares, ~~INC.~~ Inc., a ~~New York~~ Florida corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ABI Capital Trust, or registered assigns, the principal sum of ~~United States~~ __________ Dollars ~~[state~~ on ______ __, 2028, or such other ~~currency] on~~ principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture provided that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than ______ __, ~~20 , [if the Security is to bear interest prior to Maturity, insert—, and~~ 2003. The Company further promises to pay interest ~~thereon~~ on said principal from ________ __, 20 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ quarterly (subject to deferral as set forth herein) in arrears on March 31, June 30, September 30 and in December 31 of each year, commencing ________ __, 1998 at the rate of ____% per annum, together with Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the principal hereof is paid or duly provided for or made available for ~~payment [if applicable~~payment; provided that any overdue principal, ~~insert—,~~ premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest]~~demand. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~four. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment, which shall be the or 15th day of March, June, September and December (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If~~ So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security is for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an "Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, as then in effect, and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to ~~bear interest~~ this Security, (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to ~~Maturity~~the applicable Extension Period, ~~insert—~~ (~~The~~ ii) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods, extend beyond the Stated Maturity of the principal of this Security ~~shall not bear interest except in~~ or end on a date other than an Interest Payment Date. Upon the ~~case~~ termination of ~~a default in~~ any such Extension Period and upon the payment of ~~principal upon acceleration~~all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, ~~upon redemption or~~ the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at ~~Stated Maturity~~ the end thereof, but each installment of interest that would otherwise have been due and in payable during such ~~case the overdue principal of this Security~~ Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum, ~~which shall accrue~~ compounded quarterly and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or so long as such securities are held by ABI Capital Trust, at least one Business Day prior to the earlier of (a) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (b) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such ~~default in payment to~~ Preferred Securities of the record date or the date ~~payment of~~ such ~~principal has been made or duly provided for~~Distributions are payable, but in any event not less than one Business Day prior to such record date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to~~ ; provided however, that at the ~~right~~ option of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (a) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (b) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)].]~~ date on which the interest is payable. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or facsimile signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (American Bancshares Inc \Fl\)

Form of Face of Security. [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section ~~2.04~~ 204 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Prosperity Bancshares Inc)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If the Security is to be a Rule 144A Global Security, ~~as required by Section 2.04~~ insert C This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is [held by][registered in the name] of a Book-Entry Depositary or a nominee of a Book-Entry Depositary. This Security is exchangeable for securities [held by][registered in the name of] a person other than the Book-Entry Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this ~~Indenture~~Security (other than a transfer of this Security as a whole by the Book-Entry Depositary to a nominee of the Book-Entry Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry Depositary or another nominee of the Book-Entry Depositary) may be [made][registered], ~~insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF~~except in limited circumstances. ~~THIS SECURITY MAY NOT BE TRANSFERRED TO~~Unless this Global Security is presented by an authorized representative of the Book-Entry Depositary to the issuer or its agent for [registration of transfer], ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF~~exchange or payment, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY)and any definitive security is issued in the name or names as directed in writing by the Book-Entry Depositary, ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO.~~in as much as the [bearer][registered owner] hereof, ~~HAS AN INTEREST HEREIN~~the Book-Entry Depositary, has an interest herein.] NO[If the security is a Global Security, insert C THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ~~U.S.$~~ THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES.] [~~CUSIP~~ If the Security is a Regulation S Temporary Global Security, insert C THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE HEREINAFTER REFERRED TO. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.] [Title of the Security] No. [____________] ~~FINANCIAL INSTITUTIONS~~$[____________] WPD HOLDINGS UK, ~~INC.~~ a ~~New York corporation~~ company duly organized and existing under the laws of England and Wales (herein called the “Company”, ,” which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay ~~to ,~~ [the bearer upon surrender hereof] [name of registered owner or its registered assigns], the principal sum of ~~United States~~ [_______] Dollars on [~~state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—~~_______], and to pay interest thereon from ~~, 20~~ [_______], or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on [_______] and in [_______] of each year, commencing on [_______], at the rate ~~of %~~ per ~~annum~~annum provided in the title hereof, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to [the bearer on such Interest Payment Date,] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [_______] or [_______] (whether or not a Business Day), as the case may be, ~~next~~ immediately preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to [the ~~Holder~~ bearer on such Interest Payment Date] [the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular ~~Record Date~~ Records Date] and may ~~either~~ be paid to [the bearer at the time of payment of such Defaulted Interest] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date], or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to ~~Maturity~~maturity, ~~insert~~insert — (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of [yield to maturity] % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % [yield to maturity]% per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and [interest, if ~~applicable~~any, ~~insert—any such] interest~~ on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in [______________] 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 [~~state other currency].] [~~If this Security is not a ~~Definitive~~ Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; –; provided, however, that at the option of the Company payment of interest may be made ~~at the option of the Company through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ person entitled thereto as such ~~addresses~~ address shall appear in the Security Register] [~~or by transfer to~~ If this Security is a ~~[United States Dollar] [state other currency] account maintained by the payee with a bank~~ Global Security, insert applicable manner of payment]. All payments of principal and interest (including payments of discount and premium, if any) in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions respect of this Security ~~set forth~~ shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the ~~reverse hereof~~United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax (“United Kingdom Taxes”), ~~which further provisions~~ unless such withholding or deduction is required by law. In the event of any such withholding or deduction, the Company shall ~~for all purposes~~ pay to the Holder such additional amounts (the “Additional Amounts”) as will result in the payment to such Holder of the amount that would otherwise have been receivable by such Holder in the ~~same effect as if set forth at this place. Unless the certificate~~ absence of ~~authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature~~such withholding or deduction, ~~this Security~~ except that no such Additional Amounts shall ~~not~~ be ~~entitled to any benefit under the Indenture or be valid or obligatory for any purpose.~~payable:

Appears in 1 contract

Sources: Indenture (PPL Energy Supply LLC)

Form of Face of Security. ~~[Insert any legend required by~~ The form of the ~~United States Internal Revenue Code and~~ face of the ~~regulations thereunder.]~~ Securities shall be substantially as follows: [If a Global ~~Security~~Security to be held by The Depository Trust Company, as required by Section 2.04 of this Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—then insert -- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN~~.] NO~~. ~~U.S.$~~ [~~CUSIP No~~If a Global Security, then insert -- THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE. ~~] FINANCIAL INSTITUTIONS~~UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY SHALL NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. ▇▇▇▇▇▇▇▇'▇ HOLDINGS INC. --------------- 11% SENIOR NOTE DUE 2005 No.__________ $__________ ▇▇▇▇▇▇▇▇'▇ HOLDINGS INC., a ~~New York~~ Delaware corporation (herein called the “"Company”, ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , _________________ or registered assigns, the principal sum of _______________ United States ~~Dollars [state other currency]~~ dollars on ___________, 20 2005, ~~[if~~ at the ~~Security is~~ office or agency of the Company referred to ~~bear interest prior to Maturity, insert—~~below, and to pay interest thereon from ___________, 20 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on April 30 and October 30, in each year, commencing April 30, 2001 at the rate of 11% per annum, in United States dollars or additional Securities as described herein, until the principal hereof is paid or ~~made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]~~duly provided for. ~~[If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period~~ Interest shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be ~~the~~ April 15th or October 15th (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for~~ for, and interest on such defaulted interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record ~~Date~~ Date, and may ~~either~~ be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such ~~Defaulted Interest~~ defaulted interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 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 ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal ~~of [(and~~ of, premium, if any)] , and ~~[if applicable, insert—any such]~~ interest ~~on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder~~ payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest cash on this Security will be made at the office or agency of the Company maintained for that purpose in the City of New York, [or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~; PROVIDED, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, howeverHOWEVER, that payment of interest payable in cash may be made at the option of the Company ~~through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in on the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Loehmanns Holdings Inc)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Initial Security which is a Rule 144A Global Security and such Initial Security which is a Regulation S Global Security shall each bear the respective legend set forth below (a "Private Placement Legend") on the face thereof: [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Legend if Rule 144A Global Security] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATIO S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. [If Legend if Regulation S Global Security] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. [Legend if Security is a Global Security~~, as required by Section 2.04 of this Indenture, insert—~~] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF~~OF A DEPOSITORY. THIS SECURITY ~~MAY~~ IS NOT ~~BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED~~ EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME ~~OF, ANY~~ OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE ~~THEREOF AND NO SUCH TRANSFER~~ OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE ~~REGISTERED,~~ REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ KROGER CO. OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE KROGER CO.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Second Supplemental Indenture (Kroger Co)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN REGISTERED UNDER THE ~~MEANING~~ UNITED STATES SECURITIES ACT OF 1933 (THE ~~INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN~~ "SECURITIES ACT"). THE ~~NAME~~ HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF ~~A DEPOSITARY OR A NOMINEE THEREOF.~~ ▇▇▇▇▇ CAPITAL II THAT (A) THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ~~TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON~~ OTHER THAN ~~THE DEPOSITARY~~ (1) TO ▇▇▇▇▇ CAPITAL II OR ~~A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~ANY AFFILIATE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS (2) SO LONG AS THIS SECURITY IS ~~PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF~~ ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION~~SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE ~~COMPANY~~ SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR ~~ITS AGENT~~ FOR ~~REGISTRATION~~ THE ACCOUNT OF ~~TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED~~ A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS ~~REGISTERED IN~~ GIVEN THAT THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFERRESALE, PLEDGE OR OTHER ~~USE HEREOF~~ TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR ANY APPLICABLE JURISDICTION, AND (B) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR ~~VALUE~~ THE BENEFIT OF ▇▇▇▇▇ CAPITAL II THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT. THIS SECURITY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY TRANSFER, SALE OR ~~OTHERWISE~~ OTHER DISPOSITION OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF INTEREST ON SUCH SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. THE HOLDER, BY PURCHASING THIS SECURITY, IS DEEMED TO REPRESENT THAT IT (X) IS NOT ITSELF, AND IS NOT ACQUIRING THE SECURITY WITH THE ASSETS OF, (i) AN "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), A "PLAN" (WITHIN THE MEANING OF SECTION 4975(e)(i) OF THE INTERNAL REVENUE CODE), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" AND THE APPLICATION OF THE PLAN ASSET REGULATION OR (ii) A "GOVERNMENTAL PLAN" (WITHIN THE MEANING OF SECTION 3(32) OF ERISA) OR (Y)(i) IS ITSELF, OR IS ACQUIRING THE SECURITY WITH THE ASSETS OF, AN "INVESTMENT FUND" (WITHIN THE MEANING OF PART V(b) OF U.S. DEPARTMENT OF LABOR PTE 84-14) MANAGED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER" (WITHIN THE MEANING OF PART V (a) OF PTE 84-14) WHICH HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH FUND TO PURCHASE THE SECURITY, UNDER CIRCUMSTANCES SUCH THAT PTE 84-14 IS APPLICABLE TO THE PURCHASE AND HOLDING OF THE SECURITY, (ii) IS AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT PURCHASING SECURITIES PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 90-1 OR A BANK COLLECTIVE INVESTMENT FUND PURCHASING PURSUANT TO PART I OF U.S. DEPARTMENT OF LABOR PTE 91-38, AND IN EITHER CASE, NO "PLAN" OR "EMPLOYEE BENEFIT PLAN" NOT PURCHASING PURSUANT TO PTE 84-14 OWNS MORE THAN 10% OF THE ASSETS OF SUCH ACCOUNT OR COLLECTIVE FUND (WHEN AGGREGATED WITH OTHER PLANS OF THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, (iii) IS AN INSURANCE COMPANY USING THE ASSETS OF THE GENERAL ASSET ACCOUNT OF THE INSURANCE COMPANY TO PURCHASE THE SECURITY PURSUANT TO PART I OF THE U.S. DEPARTMENT OF LABOR PTE 95-60, IN WHICH CASE THE RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES OF THE INSURANCE COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES), PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE INSURER OR (iv) IS A PLAN ACQUIRING THE SECURITY WITH ASSETS OVER WHICH AN IN-HOUSE ASSET MANAGER (WITHIN THE MEANING OF PART IV(a) OF PTE 96-23) HAS DISCRETIONARY AUTHORITY, UNDER CIRCUMSTANCES SUCH THAT PTE 96-23 IS APPLICABLE TO ~~ANY PERSON IS WRONGFUL IN AS MUCH AS~~ THE ~~REGISTERED OWNER HEREOF,[CEDE & CO.~~PURCHASE AND HOLDING OF THE SECURITY. ▇▇▇▇▇ NATIONAL CORPORATION 8 7/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, ~~HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP~~ SERIES C, DUE MARCH 15, 2027 CUSIP________ No. $[_] ~~FINANCIAL INSTITUTIONS~~▇▇▇▇▇ NATIONAL CORPORATION, ~~INC.~~ a ~~New York~~ corporation organized and existing under the laws of Delaware (~~herein~~ hereinafter called the ~~“Company”~~"Corporation", which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , _____________________ or registered assigns, the principal sum of ~~United States Dollars [state~~ _________________ or such other ~~currency]~~ principal amount as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture, plus accrued interest on March 15, 20 2027 subject to a Maturity Advancement, ~~[if the Security is to bear interest prior to Maturity, insert—, and~~ as defined herein. The Corporation further promises to pay interest ~~thereon~~ on said principal sum from March 12, ~~20 ,~~ 1997 or from the most recent date (each such date, an "Interest Payment ~~Date~~ Date") to which interest has been paid or duly provided for, semi-annually (subject to deferral as set forth herein) in arrears on June 30 and in December 31 of each year, commencing on June 30, 1997 at the rate of 87/8% per annum, until the principal hereof shall have become due and payable, plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment ~~[if applicable, insert—,~~ and ~~at the rate of % per annum~~ on any overdue principal and ~~premium and on any overdue installment of interest]. [If applicable, insert~~ (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto duplication and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.the

Appears in 1 contract

Sources: Junior Subordinated Indenture (Riggs Capital Ii)

Appears in 1 contract

Sources: Indenture (Xilinx Inc)

Form of Face of Security. The form of the face of any Initial Securities authenticated and delivered hereunder shall be substantially as follows: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION OR (C) AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~LEGEND IF SECURITY IS A GLOBAL SECURITY] ~~[If a Global Security, as required by Section 2.04 of this Indenture, insert—~~THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE~~ OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE ~~THEREOF~~ AND ~~NO SUCH TRANSFER MAY~~ TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE ~~REGISTERED, EXCEPT~~ LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE ~~LIMITED CIRCUMSTANCES DESCRIBED~~ RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY ~~SECURITY~~ SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. [LEGEND IF SECURITY IS A REGULATION S GLOBAL SECURITY] NOTHIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. ~~U.S.$ [CUSIP No~~INTERESTS IN THIS REGULATION S GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (AS DEFINED IN THE INDENTURE), AND NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN A RULE 144A GLOBAL SECURITY UNTIL AFTER THE TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE PERMITTED BY LAW AND CONTEMPLATED BY THE INDENTURE. ~~] FINANCIAL INSTITUTIONS~~OXFORD INDUSTRIES, INC. 8 7/8% SENIOR NOTE DUE 2011 CUSIP NO. ______________ No. __________ $__________ Oxford Industries, Inc., a ~~New York~~ Georgia corporation (herein called the “"Company”, ," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ________ United States ~~Dollars [state other currency]~~ dollars on June 1, 20 2011, ~~[if~~ at the ~~Security is~~ office or agency of the Company referred to ~~bear interest prior to Maturity, insert—~~below, and to pay interest thereon from May 16, 20 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on June 1 and December 1 in each year, commencing December 1, 2003 at the rate of 8 7/8% per annum, in United States dollars, until the principal hereof is paid or ~~made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]~~duly provided for. ~~[If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period~~ Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be ~~the~~ May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for~~ for, and interest on such defaulted interest at the interest rate borne by the Initial Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record ~~Date~~ Date, and may either be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such ~~Defaulted Interest~~ defaulted interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by the Indenture not inconsistent with the requirements of such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ the Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal ~~of [(and~~ of, premium, if any)] , and ~~[if applicable~~interest on, ~~insert—any such] interest on~~ this ~~Security will be made by~~ Security, and exchange or transfer of ~~immediately available funds to a bank account designated by~~ the ~~Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive~~ Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security~~ will be made at the office or agency of the Company in The City of New York maintained for that purpose in (which initially will be a corporate trust office of an affiliate of the Trustee, [SunTrust Bank, located at SunTrust Bank ▇/▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Plaza, 19th Floor, New York, NY 10005), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in on the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Thirteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Oxford Industries Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~INCLUDE IF SECURITY IS A RESTRICTED SECURITY—THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF MERCURY INTERACTIVE CORPORATION THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 23, 2003, ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.] [~~If a Global Security, as required by Section 2.04 of this Indenture, insert~~INCLUDE IF SECURITY IS A GLOBAL SECURITY—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [INCLUDE IF THE SECURITY IS NOT A GLOBAL SECURITY—THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) A NON-U.S. PERSON; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE EXCEPT (A) TO MERCURY INTERACTIVE CORPORATION, OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), IT WILL FURNISH TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF TRANSFEREE IS A PURCHASER WHO IS NOT A UNITED STATES PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.] No. [ ] CUSIP NO. ~~U.S.$ [CUSIP No.~~ [ ] ~~FINANCIAL INSTITUTIONS~~U.S. $[ ] Mercury Interactive Corporation, ~~INC.~~ a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to , or registered assigns, the principal sum of [ ] United States Dollars ($ ) [~~state other currency] on , 20 , [if the Security is~~ INCLUDE IF SECURITY IS A GLOBAL SECURITY—(which amount may from time to ~~bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 ,~~ time be increased or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be decreased by adjustments made on the ~~next succeeding day which is a Business Day (and without any interest or other payment~~ records of the Trustee, as custodian for the Depositary, in ~~respect of any such delay)~~ accordance with the ~~same force~~ rules and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office procedures of the ~~Trustee is closed for business.~~Depositary)]] on May 1, 2008. ~~The interest so payable, and punctually paid or duly provided for, on any Interest~~ Payment ~~Date will, as provided in such Indenture, be paid to~~ of the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall ~~not bear interest except in~~ be made by check mailed to the ~~case~~ address of ~~a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case~~ the ~~overdue principal~~ Holder of this Security ~~shall bear interest~~ specified in the register of Securities, or, at the ~~rate~~ option of ~~% per annum~~the Holder of this Security, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the ~~rate of % per annum~~Corporate Trust Office, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right~~ . The Issue Date of ~~the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent~~this Security is [ , at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)2003].] . Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions giving the Holder of this Security the right to convert this Security into Common Stock of the Company in certain circumstances and the right to require the Company to repurchase this Security upon certain events on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or~~ Indenture. IN WITNESS WHEREOF, the Company has caused this instrument to be ~~valid or obligatory for any purpose.~~duly executed. By: Attest: By:

Appears in 1 contract

Sources: Indenture (Mercury Interactive Corporation)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder~~If Restricted Securities, then insert -- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (O)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.] [If a ~~Global~~ Regulation S Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert -- THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN REGISTERED UNDER THE ~~MEANING~~ U.S. SECURITIES ACT OF 1933 (THE ~~INDENTURE HEREINAFTER REFERRED TO~~ "SECURITIES ACT") AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ MAY NOT BE ~~TRANSFERRED~~ OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR ~~REGISTERED~~ FOR THE ACCOUNT OR ~~EXCHANGED FOR SECURITIES REGISTERED IN THE NAME~~ BENEFIT OF, ANY ~~PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~U.S. PERSON, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS ~~PRESENTED BY~~ REGISTERED UNDER THE SECURITIES ACT OR AN ~~AUTHORIZED REPRESENTATIVE OF~~ EXEMPTION FROM THE ~~DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR~~ REGISTRATION ~~OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED~~ REQUIREMENTS THEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREINAVAILABLE.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert— (Payment~~ insert the legends required by Section 204 of the ~~principal of [(and premium~~Indenture] THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTIONS 1272, ~~if any)] and [if applicable~~1273 AND ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive SecurityAS AMENDED, ~~insert— (Payment of the principal of [(and premium~~THE ISSUE PRICE OF THIS SECURITY IS 55.257% OF ITS PRINCIPAL AMOUNT, ~~if any)] and [if applicable~~THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $447.43 PER $1,000 OF STATED FACE AMOUNT, ~~insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in~~ THE ISSUE DATE IS NOVEMBER 17, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent1999 AND THE YIELD TO MATURITY IS 12 1/8%. NEXTLINK Communications, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.Inc.

Appears in 1 contract

Sources: Indenture (Nextlink Communications Inc /De/)

Form of Face of Security. FIRST EMPIRE STATE CORPORATION [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert--THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] ~~[If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK~~ No. $ FIRST EMPIRE STATE CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________________, or registered assigns, the principal sum of ~~United States~~ _________ Dollars ~~[state other currency]~~ on ~~, 20~~ ________, [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than ___________, and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than _________]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , ______________ at the rate of __% per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—~~insert--; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest~~demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the [__________ or ____________] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert— --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to _________ consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~The~~ each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed _______ consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of __% per annum, ~~which shall accrue~~ compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such ~~default in payment to~~ Issuer Trust would be payable but for such deferral, and (ii) the date ~~payment~~ on which the Property Trustee of such ~~principal has been made~~ Issuer Trust is required to give notice to holders of such Preferred Securities of the record date or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such ~~demand for payment~~ Distributions are payable, but in any event not less than one Business Day prior to ~~the date payment of~~ such ~~interest has been made or duly provided for, and such interest shall also be payable on demand~~record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [~~if applicable, ~~insert—any such] interest on this Security will be made~~ insert--; provided, however that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (First Empire Capital Trust Ii)

Form of Face of Security. [If the Debt Security is an Original Issue Discount Security, insert – FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS , 20 [AND] [,] THE YIELD TO MATURITY IS [ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS ]] [Insert any other legend required by the United States Internal Revenue Code ~~and~~ or the regulations thereunder.] ]. [If a Global Security, as — insert legend required by Section ~~2.04~~ 2.18 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NONo. ~~U.S.$ [~~$ CUSIP No. ~~] FINANCIAL INSTITUTIONS~~▇▇▇▇▇▇ RESOURCES, INC. ., a ~~New York~~ Maryland corporation (herein called the “Company”, which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars on [~~state other currency] on , 20 , [if~~ If the Debt Security is to bear interest prior to Stated Maturity, ~~insert—~~insert — , and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such ~~Regular Record Date~~ regular record date and may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a ~~Special Record Date~~ special record date for the payment of such Defaulted Interest to be ~~fixed~~ filled by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Debt Securities of this series not less than 10 days prior to such ~~Special Record Date~~special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Debt Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Debt Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Debt Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Debt Security shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert~~insert — (Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert — any such] interest on this Debt Security ~~will be made~~ by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, ~~insert~~insert — (Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert — any such] interest on this Debt Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying ~~Agent~~ Agency has received proper transfer instructions in writing at least 15 [ ] days prior to the payment date)] [if applicable, insert (; — ; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Warren Resources of California Inc)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security~~IF THE SECURITY IS A GLOBAL SECURITY, ~~as required by Section 2.04 of this Indenture, insert—~~THEN INSERT -- THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~. EVERY~~ .] [IF THE SECURITY ~~AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE~~ IS A GLOBAL SECURITY ~~SUBJECT~~ AND DTC IS TO BE THE ~~FOREGOING~~DEPOSITARY THEREFOR, ~~EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—~~THEN INSERT -- UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION ("DTC"), TO THE ~~COMPANY~~ ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$~~ [~~CUSIP No. ] FINANCIAL INSTITUTIONS~~IF THE SECURITY IS A RESTRICTED SECURITY, ~~INC. a New York corporation~~ THEN INSERT -- THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (~~herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to~~THE "SECURITIES ACT"), ~~for value received~~AND MAY NOT BE OFFERED, ~~hereby promises to pay to~~ SOLD, or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day A) (~~and without any interest or other payment in respect of any such delay~~1) ~~with the same force and effect as if made on the date the payment was originally payable.~~ TO A ~~“Business Day” means any day other than (i) a Saturday or Sunday~~PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii2) ~~a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law~~IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, ~~regulation or executive order to remain closed or~~ (~~iii~~3) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (~~or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day~~IF AVAILABLE), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (~~or one or more Predecessor Securities~~4) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— TO AN INSTITUTIONAL ACCREDITED INVESTORS IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— 5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency]B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] [~~If a Definitive Security~~IF THE SECURITY IS A REGULATION S SECURITY, ~~insert—~~ THEN INSERT -- THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (~~Payment of the principal of [(and premium~~THE "SECURITIES ACT"), ~~if any)] and [if applicable~~AND MAY NOT BE OFFERED, ~~insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in~~ SOLD OR DELIVERED IN THE UNITED STATES OR TO, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying AgentOR FOR THE ACCOUNT OR BENEFIT OF, ~~at the [main] offices of in and in~~ ANY U.S. PERSON, or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Western Wireless Corp)

Form of Face of Security. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as required by Section 2.04 of this Indenture, insert—~~INCLUDE IF SECURITY IS A GLOBAL SECURITY. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE ~~TRANSFERRED TO~~EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ IN PART MAY BE REGISTERED, IN THE NAME ~~OF,~~ OF ANY PERSON OTHER THAN ~~THE~~ SUCH DEPOSITARY OR A NOMINEE ~~THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED~~THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST ~~COMPANY~~COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS~~Affymetrix, ~~INC.~~ Inc., a ~~New York~~ corporation duly organized and validly existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor ~~Person~~ corporation under the Indenture ~~hereinafter~~ referred toto on the reverse hereof), for value ~~received,~~ received hereby promises to pay to [ ], or registered assigns, the principal ~~sum~~ amount of [ ] United States Dollars ($ ) [~~state other currency~~INCLUDE IF SECURITY IS A GLOBAL SECURITY. (which amount may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the Depositary)] on January 15, ~~20 , [if the Security is to bear interest prior to Maturity, insert—~~2038, and to pay interest ~~thereon from~~ on said principal amount semi-annually on January 15 and July 15 of each year, 20 commencing July 15, or 2008, at the rate of 3.50% per annum to holders of record on the immediately preceding January 1 and July 1, respectively. Interest on this Security shall accrue from the most recent ~~Interest Payment Date~~ date to which interest has been paid, or if no interest has been paid, from the date of original issuance, until the Principal Amount is paid or duly ~~provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or~~ made available for ~~payment [if applicable~~payment. Except as otherwise provided in the Indenture, ~~insert—, and at~~ the ~~rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of~~ interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security ~~is not a Business Day, then a payment of~~ pursuant to the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, Indenture on any ~~Interest Payment Date will, as provided in such Indenture,~~ January 15 or July 15 will be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the ~~Regular~~ Record ~~Date for such interest~~Date, which shall be ~~the or~~ January 1 and July 1 (whether or not a Business Day~~), as the case may be,~~ ) next preceding such ~~Interest Payment Date~~January 15 or July 15, respectively. ~~Any~~ The foregoing references to “interest on the Securities” in this paragraph do not refer to any additional interest payable pursuant to Section 5.02 of the Indenture; any such additional interest ~~not so punctually paid~~ shall be payable, if at all, in accordance with Section 5.02. Unless expressly stated or ~~duly provided for shall forthwith cease to be payable to~~ the ~~Holder on such Regular Record Date and may either be paid to the Person~~ context otherwise requires, all other references in ~~whose name~~ this Security ~~(or one or more Predecessor Securities) is registered at the close of business~~ to interest on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities ~~of this series may be listed~~ shall include additional interest then accrued or ~~traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture~~accruing pursuant to Section 5.02(c). [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and ~~premium, if any)] and [if applicable, insert—any such]~~ interest accrued on this Security ~~will~~ shall be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, upon written application by a Holder of an aggregate Principal Amount of greater than U.S. $2 million to the Security Registrar setting forth wire instructions not later than ten days prior to the relevant payment date, such Holder may receive payment by wire transfer of in immediately available ~~funds to a bank account designated by the Holder~~ funds, in such ~~coin or currency~~ lawful money of the United States of America as at the time of payment is shall be legal tender for ~~payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of~~ the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to the right~~ . The Issue Date of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the this Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] is . Reference is ~~hereby~~ made to the further provisions of this Security set forth on the reverse hereof, ~~which~~ including, without limitation, provisions (i) giving the Company the right to redeem this Security as a whole or from time to time in part at any time on or after January 15, 2013, (ii) giving the Holders the right to convert this Security into Common Stock of the Company and (iii) requiring the Company to repurchase this Security on certain dates and upon certain events, in each case, on the terms and subject to the limitations referred to on the reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes have the same effect as if though fully set forth at this place. ~~Unless~~ Capitalized terms used but not defined herein shall have such meanings as are ascribed to such terms in the Indenture. This Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State. This Security shall not be valid or become obligatory for any purpose until the certificate of authentication hereon ~~has~~ shall have been ~~executed~~ manually signed by the Trustee ~~referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit~~ or a duly authorized authenticating agent under the ~~Indenture or be valid or obligatory for any purpose~~Indenture.

Appears in 1 contract

Sources: Indenture (Affymetrix Inc)

Form of Face of Security. CITY HOLDING COMPANY [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] ~~[If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST~~ No. $ CITY HOLDING COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY a West Virginia bank holding company (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars ~~[state other currency]~~ on ~~, 20~~ , [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture, or the principal sum specified in the Schedule annexed hereto] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than , and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than ]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , at the [variable rate equal to [insert applicable interest rate formula]] [rate of % ____%] per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—, and at the rate of % per annum on~~ insert--; provided that any overdue ~~principal~~ principal, premium or Additional Sums and ~~premium and on~~ any overdue installment of ~~interest~~interest shall bear Additional Interest at the [variable rate equal to [insert applicable interest rate formula]] [rate of ____%] per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the [ or ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company,~~ Trustee (notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, ) or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert— --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~The~~ each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear ~~interest at the rate of % per annum, which shall accrue from the date of such default in payment~~ Additional Interest (to the ~~date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal~~ extent that ~~is not so paid on demand shall bear interest at~~ the ~~rate of % per annum, which shall accrue from the date of such demand for payment to the date~~ payment of such interest ~~has~~ shall be legally enforceable) at the [variable rate equal to [insert applicable interest rate formula]] [rate of ____%] per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or ~~duly provided for~~so long as this Security is held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such ~~interest shall also be payable on demand~~Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [~~if applicable, ~~insert—any such] interest on this Security will be made~~ insert--; provided, however that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (City Holding Capital Trust Ii)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ BROAD NATIONAL BANCORPORATION __% Junior Subordinated Debentures due ____________, 2027 [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert - THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ~~] FINANCIAL INSTITUTIONS~~$ BROAD NATIONAL BANCORPORATION, ~~INC.~~ a New ~~York~~ Jersey corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________________, or registered assigns, the principal sum of ~~United States~~ _________________________ Dollars ~~[state other currency]~~ on ~~, 20 ,~~ ______________ [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior to Maturity, insert—, and~~ in accordance with the Indenture,]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ quarterly (subject to deferral as set forth herein) in arrears on the ____ day of January, April, July and in October of each year, commencing _______________, 1997 at the rate of ____% per annum, together with Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the principal hereof is paid or duly provided for or made available for ~~payment [if applicable~~payment; provided that any overdue principal, ~~insert—,~~ premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of ______% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest]~~demand. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a ~~360-~~360- day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~four. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment, which shall be the or ___ day of January, April, July and October (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If~~ So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security is for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an "Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, as then in effect, and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to ~~bear interest~~ this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to ~~Maturity~~the applicable Extension Period, ~~insert—~~ (~~The~~ b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend 14 is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods, extend beyond the Stated Maturity of the principal of this Security ~~shall not bear interest except in~~ or end on a date other than an Interest Payment Date. Upon the ~~case~~ termination of ~~a default in~~ any such Extension Period and upon the payment of ~~principal upon acceleration~~all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, ~~upon redemption or~~ the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at ~~Stated Maturity~~ the end thereof, but each installment of interest that would otherwise have been due and in payable during such ~~case the overdue principal of this Security~~ Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of __% per annum, ~~which shall accrue~~ compounded quarterly and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or so long as such securities are held by BNB Capital Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such ~~default in payment to~~ Preferred Securities of the record date or the date ~~payment of~~ such ~~principal has been made or duly provided for~~Distributions are payable, but in any event not less than one Business Day prior to such record date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to~~ ; provided, however that at the ~~right~~ option of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)].]~~ date on which the interest is payable. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse ~~hereof~~of, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (BNB Capital Trust)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ BROAD NATIONAL BANCORPORATION __% Junior Subordinated Debentures due ______, 2027 [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert - THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ~~] FINANCIAL INSTITUTIONS~~_____ $_____ BROAD NATIONAL BANCORPORATION, ~~INC.~~ a New ~~York~~ Jersey corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________________, or registered assigns, the principal sum of ~~United States~~ _________________________ Dollars ~~[state other currency]~~ on ~~, 20 ,~~ ______________ [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior to Maturity, insert—, and~~ in accordance with the Indenture,]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ ______________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ quarterly (subject to deferral as set forth herein) in arrears on the last day of March, June, September and in December of each year, commencing _______________, 1997 at the rate of ____% per annum, together with Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the principal hereof is paid or duly provided for or made available for ~~payment [if applicable~~payment; provided that any overdue principal, ~~insert—,~~ premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of ______% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on ~~any overdue principal and premium and on any overdue installment of interest]~~demand. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]~~four. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment, which shall be the or 15th day of March, June, September and December (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. ~~[If~~ So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security is for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an "Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, as then in effect, and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to ~~bear interest~~ this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to ~~Maturity~~the applicable Extension Period, ~~insert—~~ (~~The~~ b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods, extend beyond the Stated Maturity of the principal of this Security ~~shall not bear interest except in~~ or end on a date other than an Interest Payment Date. Upon the ~~case~~ termination of ~~a default in~~ any such Extension Period and upon the payment of ~~principal upon acceleration~~all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, ~~upon redemption or~~ the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at ~~Stated Maturity~~ the end thereof, but each installment of interest that would otherwise have been due and in payable during such ~~case the overdue principal of this Security~~ Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of __% per annum, ~~which shall accrue~~ compounded quarterly and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or so long as such securities are held by BNB Capital Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of the Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of the Issuer Trust is required to give notice to holders of such ~~default in payment to~~ Preferred Securities of the record date or the date ~~payment of~~ such ~~principal has been made or duly provided for~~Distributions are payable, but in any event not less than one Business Day prior to such record date. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] ) and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts~~] [state other currency] [or subject to any laws or regulations applicable thereto and to~~ ; provided, however that at the ~~right~~ option of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)].]~~ date on which the interest is payable. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse ~~hereof~~of, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Broad National Bancorporation)

Form of Face of Security. The form of the face of any Series A Securities authenticated and delivered hereunder shall be substantially as follows: Unless and until (i) a Series A Security is sold under an effective Registration Statement or (ii) a Series A Security is exchanged for a Series B Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, then such Security shall bear the legend set forth below (the “Private Placement Legend”) on the face thereof: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS “UNITED STATES,” “OFFSHORE TRANSACTION,” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] [If~~ Legend if Security is a Global Security~~, as required by Section 2.04 of this Indenture, insert—~~] THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE ~~THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE~~ OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE ~~THEREOF~~ AND ~~NO SUCH TRANSFER MAY~~ TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE ~~REGISTERED, EXCEPT~~ LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE ~~LIMITED CIRCUMSTANCES DESCRIBED~~ RESTRICTIONS SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE~~ EXCHANGE, OR ~~PAYMENT,~~ PAYMENT AND ANY ~~SECURITY~~ SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, ~~PLEDGE~~ PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.. [Legend for all Series A Securities, Whether or not a Global Security] NOTHE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ARTICLE FOURTEEN OF THE INDENTURE TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO ALL SENIOR DEBT; AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AS SET FORTH IN SAID ARTICLE FOURTEEN OF THE INDENTURE. ~~U.S.$ [CUSIP~~ No. ~~] FINANCIAL INSTITUTIONS~~1 $ United Auto Group, ~~INC.~~ Inc., a ~~New York~~ Delaware corporation (herein called the “Company”, ,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States ~~Dollars [state~~ dollars, or such other ~~currency]~~ principal amount as may be set forth on ~~, 20 , [if~~ the Security is Register on Appendix A hereto in accordance with the Indenture, on December 15, 2016, at the office or agency of the Company referred to ~~bear interest prior to Maturity, insert—~~below, and to pay interest thereon from December 7, 20 2006, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~semi-annually~~ semiannually on June 15 and December 15 in each year, commencing June 15, 2007, at the rate of 7.750% per annum, subject to adjustments as described in the second following paragraph, in United States dollars, until the principal hereof is paid or ~~made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]~~duly provided for. ~~[If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period~~ Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day ~~months~~ months. The Holder of this Series A Security is entitled to the benefits of the Registration Rights Agreement among the Company, the Guarantors and the ~~days elapsed in any partial month. In~~ Initial Purchasers, dated as of , pursuant to which, subject to the ~~event that any date on~~ terms and conditions thereof, the Company and the Guarantors are obligated to consummate the Exchange Offer pursuant to which ~~interest is payable on~~ the Holder of this Security ~~is not a Business Day~~(and related Guarantees) shall have the right to exchange this Security (and related Guarantees) for 7.750% Senior Subordinated Notes due 2016, ~~then a~~ Series B and related Guarantees (herein called the “Series B Securities”) in like principal amount as provided therein. The Series A Securities and the Series B Securities are together (including related Guarantees) referred to as the “Securities.” The Series A Securities rank pari passu in right of payment with the Series B Securities. All references herein to “interest” shall be deemed to include the payment of any Additional Interest owed pursuant to the ~~interest payable on such date will be made~~ Registration Rights Agreement. The Company shall pay all Additional Interest, if any, on the ~~next succeeding day which is a Business Day (~~dates of its choosing and ~~without any interest or other payment~~ in ~~respect of any such delay) with~~ the ~~same force and effect as if made on~~ amounts set forth in the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]Registration Rights Agreement. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually ~~paid~~ paid, or duly provided ~~for~~ for, and interest on such defaulted interest at the interest rate borne by the Series A Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record ~~Date~~ Date, and may either be paid to the Person in whose name this Security (or ~~one or more~~ any Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such ~~Defaulted Interest~~ defaulted interest to be fixed by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Securities ~~of this series~~ not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities ~~of this series~~ may be ~~listed or traded~~listed, and upon such notice as may be required by the Indenture not inconsistent with the requirements of such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ the Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal ~~of [(and~~ of, premium, if any)] , and ~~[if applicable~~interest on, ~~insert—any such] interest on~~ this ~~Security will be made by~~ Security, and exchange or transfer of ~~immediately available funds to a bank account designated by~~ the ~~Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive~~ Security, ~~insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security~~ will be made at the office or agency of the Company maintained for that purpose in (which initially will be a corporate trust office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, [New York, NY 10286, Attn: Corporate Trust Window, Lower Level), or at such other office or agency as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; ; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in on the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] . Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Security is entitled to the benefits of the Guarantees by the Guarantors of the punctual payment when due and performance of the Indenture Obligations made in favor of the Trustee for the benefit of the Holders. Reference is made to Article Thirteen of the Indenture for a statement of the respective rights, limitations of rights, duties and obligations under the Guarantees of the Guarantors. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual ~~signature~~signature of an authorized signer, this Security shall not be entitled to any benefit under the ~~Indenture~~ Indenture, or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (United Auto Group Inc)

Form of Face of Security. [If the Debt Security is an Original Issue Discount Security, insert — FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS , 20 [AND] [,] THE YIELD TO MATURITY IS [ ,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS ]] [Insert any other legend required by the United States Internal Revenue Code ~~and~~ or the regulations thereunder.] ]. [If a Global Security, as — insert legend required by Section ~~2.04~~ 2.18 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH AS~~ SINCE THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ~~NO. U.S.$ [CUSIP~~ No. ~~] FINANCIAL INSTITUTIONS~~$ ▇▇▇▇▇▇ RESOURCES, INC. ., a ~~New York~~ Maryland corporation (herein called the “Company”, which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ Dollars on [~~state other currency] on , 20 , [if~~ If the Debt Security is to bear interest prior to Stated Maturity, ~~insert—~~insert — , and to pay interest thereon from ~~, 20 ,~~ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for ~~shall~~ will forthwith cease to be payable to the Holder on such ~~Regular Record Date~~ regular record date and may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on a ~~Special Record Date~~ special record date for the payment of such Defaulted Interest to be ~~fixed~~ filled by the ~~Company~~Trustee, notice ~~of which~~ whereof shall be given to Holders of Debt Securities of this series not less than 10 days prior to such ~~Special Record Date~~special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Debt Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture]. [If the Debt Security is not to bear interest prior to Maturity, ~~insert~~insert — (The principal of this Debt Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Debt Security shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per ~~annum~~annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, ~~insert~~insert — (Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert — any such] interest on this Debt Security ~~will be made~~ by transfer of immediately available funds to a bank account in designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, ~~insert~~insert — (Payment of the principal of [(and premium, if any)] ) and [if applicable, ~~insert—~~insert — any such] interest on this Debt Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying ~~Agent~~ Agency has received proper transfer instructions in writing at least 15 [ ] days prior to the payment date)] [if applicable, insert (; — ; provided, however, that payment of interest may be made at the option of the Company ~~through the Paying Agent~~ by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Warren Resources of California Inc)

Form of Face of Security. [If the Security is an Original Issue Discount Security, insert-FOR PURPOSES ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS , 20 [AND] [,] THE YIELD TO MATURITY IS [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS ]] [Insert any other legend required by the United States Internal Revenue Code and the regulations thereunder.] [If a Global Security, as insert legend required by Section ~~2.04~~ 204 of ~~this~~ the Indenture, insert—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, ~~insert—~~insert — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ~~COMPANY~~ PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NONUSTAR LOGISTICS, L.P. No. ~~U.S.$~~ U.S. $ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest[ ]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (NuStar Pipeline Operating Partnership L.P.)

Form of Face of Security. ~~[Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.]~~ [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture, insert—~~then insert -- THIS SECURITY ~~IS A GLOBAL SECURITY WITHIN~~ HAS NOT BEEN REGISTERED UNDER THE ~~MEANING OF~~ SECURITIES ACT OF. 1933, AS AMENDED (THE ~~INDENTURE HEREINAFTER REFERRED TO~~ "SECURITIES ACT"), AND ~~IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY~~ MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TOEXCEPT (A) BY [THE INITIAL PURCHASER] [AN INVESTOR WHO WAS PRIOR TO THE DISTRIBUTION OF THIS SECURITY HOLDING RELATED CAPITAL SECURITIES AS AN INITIAL PURCHASER THEREOF] (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.] NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ~~REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ~~NAME OF~~ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY ~~PERSON OTHER THAN~~ PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE ~~DEPOSITARY~~ EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A ~~NOMINEE THEREOF~~ PLAN ASSET ENTITY AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, IS NOT PURCHASING THIS SECURITY ~~SHALL BE A GLOBAL SECURITY SUBJECT~~ ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO ~~THE FOREGOING, EXCEPT IN~~ SUCH ~~LIMITED CIRCUMSTANCES.] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK~~ PURCHASE OR HOLDING. BANKAMERICA CORPORATION (Title of Security) No. $ BANKAMERICA CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY a corporation organized and existing under the laws of Delaware (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein hereinafter called the “"Company”", which term includes any successor ~~Person~~ corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the principal sum of ~~United States~~ _______________ Dollars ~~[state other currency] on , 20 ,~~ [if the Security is a Global Security, then insert, if applicable --, or such other principal amount as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior to Maturity~~in accordance with the Indenture,] on _____________, ~~insert—, and~~ ___. The Company further promises to pay interest ~~thereon~~ on said principal sum from ______________, ~~20 ,~~ ___________ or from the most recent interest payment date (each such date, an "Interest Payment ~~Date to~~ Date") on which interest has been paid or duly provided for, [monthly] [quarterly] (semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)annually] [if applicable, ~~insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed~~ insert--(subject to ~~the addresses of the Persons entitled thereto~~ deferral as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.herein)] in

Appears in 1 contract

Sources: Junior Subordinated Indenture (Bankamerica Corp/De/)

Form of Face of Security. FIRST CITIZENS BANCSHARES, INC. [~~Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.~~Title of Security] [If the Security is a ~~Global~~ Restricted Security, ~~as required by Section 2.04 of this Indenture~~insert -- THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~insert—THIS SECURITY~~ AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A ~~GLOBAL SECURITY~~ QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE ~~INDENTURE HEREINAFTER REFERRED~~ SECURITIES ACT, (I) TO ~~AND~~ A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS ~~REGISTERED IN~~ A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ~~NAME~~ ACCOUNT OF A ~~DEPOSITARY~~ QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A ~~NOMINEE THEREOF~~QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED TOWITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, ~~OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED~~ AS PROVIDED IN THE ~~NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND~~ INDENTURE REFERRED TO BELOW. NO ~~SUCH TRANSFER MAY~~ REPRESENTATION CAN BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT MADE AS TO THE ~~FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES~~AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE CAPITAL SECURITIES.] ~~[If applicable~~No. $ FIRST CITIZENS BANCSHARES, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,[CEDE & COINC., ~~HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC.~~ a ~~New York~~ Delaware corporation (~~herein~~ hereinafter called the “"Company”", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of ~~United States~~ __________ Dollars ~~[state other currency]~~ on ~~, 20~~ , [if the Security is a Global Security, then insert, if applicable--, or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to ~~bear interest prior~~ in accordance with the Indenture,] [; provided that the Company may (i) shorten the Stated Maturity of the principal of this Security to ~~Maturity, insert—~~a date not earlier than , and (ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than ]. The Company further promises to pay interest ~~thereon~~ on said principal from ~~, 20~~ , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-~~annually~~ annually] [if applicable, insert--(subject to deferral as set forth herein)] in arrears on ~~and in~~ [insert applicable Interest Payment Dates] of each year, commencing , ______________ at the [variable rate equal to [insert applicable interest rate formula]] [rate of % ____%] per annum, [if applicable insert--together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is paid or duly provided for or made available for payment [if applicable, ~~insert—, and at the rate of % per annum on~~ insert--; provided that any overdue ~~principal~~ principal, premium or Additional Sums and ~~premium and on~~ any overdue installment of ~~interest~~interest shall bear Additional Interest at the [variable rate equal to [insert applicable interest rate formula]] [rate of ____%] per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. ~~[If applicable, insert (~~The amount of interest payable for any period ~~shall be computed on the basis of twelve 30-day months and~~ less than a ~~360-day year. The amount of~~ full interest ~~payable for any partial~~ period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in ~~any~~ a partial ~~month~~month in such period. ~~In the event that any date on which interest is payable on this Security is not a Business Day, then a payment~~ The amount of ~~the~~ interest payable ~~on such date will~~ for any full interest period shall be ~~made on~~ computed by dividing the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable ~~Place of Payment are authorized or required~~ rate per annum by ~~law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)~~[twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in ~~such~~ the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such ~~interest~~interest installment [if applicable, insert--, which shall be the or [__ or__ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the ~~Company,~~ Trustee (notice ~~of which~~ whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, ) or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange ~~or automated quotation system~~ on which the Securities of this series may be ~~listed or traded~~listed, and upon such notice as may be required by such ~~exchange or automated quotation system~~exchange, all as more fully provided in ~~such~~ said Indenture. [If ~~the Security is not to bear interest prior to Maturity~~applicable, insert— --So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (~~The~~ each an "Extension Period") [if applicable, insert--, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Company shall pay all interest then accrued and unpaid including Additional Interest, as provided below; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [If Stated Maturity can be shortened or extended, insert--, as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided, further, however, that during any such Extension Period, the Company shall not ~~bear interest except in~~ (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the ~~case of a default in~~ Company's capital stock, or (ii) make any payment of principal ~~upon acceleration~~of or interest or premium, ~~upon~~ if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or at repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity ~~and in such case~~ of the ~~overdue~~ principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear ~~interest at the rate of % per annum, which shall accrue from the date of such default in payment~~ Additional Interest (to the ~~date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal~~ extent that ~~is not so paid on demand shall bear interest at~~ the ~~rate of % per annum, which shall accrue from the date of such demand for payment to the date~~ payment of such interest ~~has~~ shall be legally enforceable) at the [variable rate equal to [insert applicable interest rate formula]] [rate of ____%] per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert--or ~~duly provided for~~so long as such securities are held by [insert name of applicable Issuer Trust], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such ~~interest shall also be payable on demand~~Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.)] ~~[If a Global Security, insert— (~~Payment of the principal of [(and premium, if any)] ) and ~~[if applicable, insert—any such]~~ interest on this Security will be made ~~by transfer~~ at the office or agency of ~~immediately available funds to a bank account designated by~~ the ~~Holder~~ Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [~~state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [~~if applicable, ~~insert—any such] interest on this Security will be made~~ insert--; provided, however that at the ~~office or agency~~ option of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made ~~at the option of the Company through the Paying Agent~~ (i) by ~~[United States Dollar] [state other currency]~~ check mailed to the ~~addresses~~ address of the ~~Persons~~ Person entitled thereto as such ~~addresses~~ address shall appear in the ~~Security~~ Securities Register~~] [~~, or ~~by transfer~~ (ii) if to a ~~[United States Dollar] [state other currency] account maintained~~ Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the ~~payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date~~ Trustee not later than 15 calendar days prior to the ~~applicable Interest Payment Date)~~date on which the interest is payable].] . The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Junior Subordinated Indenture (FCB Nc Capital Trust I)

Form of Face of Security. ~~[Insert any legend required by~~ The following legends shall appear on the ~~United States Internal Revenue Code and the regulations thereunder.] [If a~~ face of each Global Security~~, as required by Section 2.04 of this Indenture, insert—~~: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITARY OR A NOMINEE ~~THEREOF~~OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN SECTION 3.4.2 OF THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED ~~TO,~~ EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR ~~REGISTERED~~ BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ~~EXCHANGED FOR SECURITIES REGISTERED IN~~ ANOTHER NOMINEE OF THE ~~NAME OF,~~ DEPOSITARY OR BY THE DEPOSITARY OR ANY ~~PERSON OTHER THAN THE~~ SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE ~~THEREOF AND NO~~ OF SUCH ~~TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE~~SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] [If applicable, insert—The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary: UNLESS THIS ~~SECURITY~~ CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK ~~CORPORATION~~CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY ~~SECURITY~~ CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~ DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ~~THE DEPOSITORY TRUST COMPANY~~DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL ~~IN AS MUCH~~ INASMUCH AS THE REGISTERED OWNER ~~HEREOF,[CEDE~~ HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO. U.S.$ [CUSIP No. ] FINANCIAL INSTITUTIONS, INC. a New York corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of United States Dollars [state other currency] on , 20 , [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from , 20 , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable, insert (The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest 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) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in New York or any applicable Place of Payment are authorized or required by law, regulation or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.)]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture. [If the Security is not to bear interest prior to Maturity, insert— (The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum, which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.)] [If a Global Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other currency].] [If a Definitive Security, insert— (Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of in and in , or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 15 days prior to the payment date)] [if applicable, insert (; provided, however, that payment of interest may be made at the option of the Company through the Paying Agent by [United States Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Sources: Indenture (Vale Overseas LTD)

Common use of Form of Face of Security Clause in Contracts