Authorization of Series A Notes Sample Clauses

Authorization of Series A Notes. The Series A Notes have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchasers pursuant to this Agreement and, on the Closing Date, will have been validly executed, authenticated, issued and delivered by the Issuers in accordance with the terms of this Agreement and the Indenture. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the Indenture and enforceable against each of the Issuers in accordance with their terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). The Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indenture) of each of the Issuers that is outstanding on the date hereof or that may be incurred hereafter and senior to all other Indebtedness of each of the Issuers that is outstanding on the date hereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing the New Credit Facility will be senior to the Lien on the Collateral securing the Notes and the Guarantees.

Authorization of Series A Notes. The Series A Notes have been duly authorized by each of the Issuers for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, will have been validly executed, authenticated, issued and delivered by the Issuers in accordance with the terms of this Agreement and the respective Indentures. When the Series A Notes have been issued, executed and authenticated in accordance with the terms of the Indentures and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be legal, valid and binding obligations of each of the Issuers, entitled to the benefits of the respective Indentures and enforceable against each of the Issuers in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) any rights of acceleration and the availability of equitable remedies may be subject to general principles of equity (whether considered in a proceeding in equity or at law). Upon and following delivery to the Initial Purchaser, the Senior Secured Notes rank and will rank on a parity with all senior Indebtedness (as defined in the Indentures) of each of the Issuers and senior to all other Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter; provided, that pursuant to the Intercreditor Agreement, the Lien on the Collateral securing up to $15.0 million principal amount of borrowings under the New Senior Credit Facility will be senior to the Lien on the Collateral securing the Senior Secured Notes. Upon and following delivery to the Initial Purchaser, the Senior Subordinated Notes rank and will rank on a parity with all senior subordinated Indebtedness of each of the Issuers, junior to all senior Indebtedness of each of the Issuers and senior to all subordinated Indebtedness of each of the Issuers, in each case that is outstanding on the date hereof or that may be incurred hereafter.

Authorization of Series A Notes. Under the Existing Agreement the Company authorized and issued its 6.95% Senior Secured Notes, Series A, due June 1, 2010 (the “Series A Notes”), in the aggregate principal amount of $30,000,000. The Series A Notes mature June 1, 2010, bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 6.95% per annum and on the occurrence and during the continuation of an Event of Default at the rate specified therein and are substantially in the form of Exhibit A-1 hereto. The term “Series A Notes” as used herein shall include each Series A Note delivered pursuant to any provision of the Existing Agreement or this Agreement and each Series A Note delivered in substitution or exchange for such Series A Note pursuant to any such provision.

Authorization of Series A Notes. The Company will authorize the issue and sale of its 4.66% Series A Senior Unsecured Notes due August 4, 2025 in an aggregate principal amount of $50,000,000 (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13, the “Series A Notes”). The Series A Notes shall be substantially in the form set out in Schedule 1(a) hereto.

Authorization of Series A Notes. The Company will authorize the issue and sale of $150,000,000 aggregate principal amount of its 6.34% Series A Senior Notes due May 31, 2029 (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13, the “Series A Notes”). The Series A Notes shall be substantially in the form set out in Schedule 1 hereto. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern. The Series A Notes are also referred to as the “Notes” (such term shall also include any such notes as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13).

Authorization of Series A Notes. The Company will authorize the issue of its senior floating rate promissory notes (the “Series A Notes”) in an aggregate principal amount of $75,000,000, to be dated the date of its issue, bearing interest on the unpaid balance thereof from the date of original issuance at the rate per annum as provided by Section 1.3, to mature May 27, 2025, to be substantially in the form of Exhibit A-1 and to otherwise be on the terms and conditions as set forth in this Agreement. The terms “Series A Note” and “Series A Notes” as used herein shall include each Series A Note delivered pursuant to any provision of this Agreement and each Series A Note delivered in substitution or exchange for any such Series A Note pursuant to any such provision.

Authorization of Series A Notes. The Series A Notes have been duly authorized by the Company for issuance and sale to the Initial Purchaser pursuant to this Agreement and, on the Closing Date, when the Series A Notes are delivered to and paid for by the Initial Purchaser and authenticated by the Trustee pursuant to this Agreement and the Indenture, will have been validly executed, issued and delivered by the Company in accordance with the terms of this Agreement and the Indenture and will be legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, and by general equitable principles (whether considered in a proceeding in equity or at law). The Series A Notes, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the Time of Sale Document and the Final Offering Memorandum.

Authorization of Series A Notes. AEGON has duly authorized the issuance and sale, on the terms and in the principal amount hereinafter provided, of AEGON's Series A Notes due on the Maturity Date (said Series A Notes and any Additional Series A Notes issued hereunder and any notes which may be issued in substitution or exchange for said Series A Notes or Additional Series A Notes each hereinafter called a "Series A Note" and collectively the "Series A Notes"). Each Series A Note will be in fully-registered form, will bear interest on the unpaid principal amount thereof, payable annually on the thirtieth day of June in each year (each, an "Interest Payment Date" and collectively, the "Interest Payment Dates"), and at maturity, at the applicable Index Rate, from the date of issuance of such Series A Note until such Series A Note becomes due and payable (whether at maturity, by acceleration or otherwise) and on any overdue portion of such principal amount (including any overdue prepayment of principal) at the applicable Index Rate plus 100 basis points per annum from the date the same becomes due and payable (whether at maturity, by acceleration or otherwise) until paid and, to the extent permitted by applicable law, on any overdue interest at the applicable Index Rate plus 100 basis points per annum from the date the same becomes due and payable (whether on an Interest Payment Date, at maturity, by acceleration or otherwise) until paid. The Series A Notes will be in substantially the form of Exhibit A hereto.

Authorization of Series A Notes