Zvox 570 coupon

The sale of any securities to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan Stanley or Morgan Stanley Wealth Management or a family member and the employee receives any compensation such as, for example, an addition to bonus based on the purchase of the securities by the account, plan or annuity.

Morgan Stanley and MSFL have filed a registration statement including a prospectus, as supplemented by the product supplement for auto-callable securities with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates.

You should read the prospectus in that registration statement, the product supplement for auto-callable securities and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this.

Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the product supplement for auto-callable securities and prospectus if you so request by calling toll-free 1- You may access these documents on the SEC web site at. Prospectus dated February 16, Terms used but not defined in this document are defined in the product supplement for auto-callable securities or in the prospectus. August Page 2.

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August Page 3. August Page 4. August Page 5. August Page 6. August Page 7.

Design Brief

August Page 8. August Page 9. August Page If, on any of the first eleven determination dates, the determination closing price of the underlying stock is greater than or equal to the then-applicable redemption threshold price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date. No further payments will be made on the securities once they have been redeemed. Applicable redemption threshold price:. Early redemption payment:. The early redemption payment will be an amount equal to i the stated principal amount plus ii the contingent quarterly coupon with respect to the related determination date.

The closing price of the underlying stock on any determination date other than the final determination date times the adjustment factor on such determination date. November 13, , February 12, , May 11, , August 13, , November 12, , February 11, , May 13, , August 12, , November 11, , February 11, , May 11, and August 11, , subject to postponement for non-trading days and certain market disruption events.

We also refer to August 11, as the final determination date.

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With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made on the maturity date.

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Payment at maturity:. Share performance factor:. The closing price of the underlying stock on the final determination date times the adjustment factor on such date.

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Commissions and issue price:. Price to public.


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Proceeds to us 3. Per security. Page 2. Scenario 1. Scenario 2. Scenario 3. Page 3. Page 4. Example 1. Example 2. Determination Dates. Hypothetical Determination Closing Price. Contingent Quarterly Coupon. Early Redemption Amount. Final Determination Date.

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Page 5. Example 3. Example 4. Payment at. Page 6. Page 7. The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity.

You will not receive any contingent quarterly coupon for any quarterly period where the determination closing price is less than the downside threshold price. A contingent quarterly coupon will be paid with respect to a quarterly period only if the determination closing price is greater than or equal to the downside threshold price.

If the determination closing price remains below the downside threshold price on each determination date over the term of the securities, you will not receive any contingent quarterly coupons. The contingent quarterly coupon, if any, is based solely on the determination closing price or the final share price, as applicable.

Whether the contingent quarterly coupon will be paid with respect to a determination date will be based on the determination closing price or the final share price, as applicable. As a result, you will not know whether you will receive the contingent quarterly coupon until near the end of the relevant interest period. Moreover, because the contingent quarterly coupon is based solely on the determination closing price on a specific determination date or the final share price, as applicable, if such determination closing price or final share price is less than the downside threshold price, you will not receive any contingent quarterly coupon with respect to such determination date, even if the closing price of the underlying stock was higher on other days during the term of the securities.

Investors will not participate in any appreciation in the price of the underlying stock. Investors will not participate in any appreciation in the price of the underlying stock from the initial share price, and the return on the securities will be limited to the contingent quarterly coupon, if any, that is paid with respect to each determination date on which the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold price.

It is possible that the closing price of the underlying stock could be below the downside threshold price on most or all of the determination dates so that you will receive few or no contingent quarterly coupons. If you do not earn sufficient contingent quarterly coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of ours of comparable maturity. The automatic early redemption feature may limit the term of your investment to approximately three months. If the securities are redeemed early, you may not be able to reinvest at comparable terms or returns.

The term of your investment in the securities may be limited to as short as approximately three months by the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will receive no more contingent quarterly coupons and may be forced to invest in a lower interest rate environment and may not be able to reinvest at comparable terms or returns. The step-up redemption threshold price feature means that the redemption threshold price increases progressively over the term of the securities. Due to the step-up redemption threshold price feature, the securities will be redeemed only if the determination closing price of the underlying stock increases from the initial share price to be greater than or equal to the then-applicable redemption threshold price.

Even if the closing price of the underlying stock appreciates over the term of the securities, it may not appreciate sufficiently for the securities to be redeemed early including because the redemption threshold price increases progressively over the term of the securities. The market price will be influenced by many unpredictable factors. Although we expect that generally the closing price of the underlying stock on any day will affect the value of the securities more than any other single factor, other factors that may influence the value of the securities include:.

Page 8. The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities on each contingent payment date, upon automatic redemption or at maturity, and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment.

Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities. As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

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