Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid. (b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture. (c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver (i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000. (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, after the following conditions have been met: (A) Receipt by the Trustee of a Company Order specifying (1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, (2) whether the Notes are to be Initial Notes or, Additional Notes, (3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4, (4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and (5) other information the Company may determine to include or the Trustee may reasonably request. (B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number. (C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04. (d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 2 contracts
Sources: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$400,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether 4 of the Notes are to be issued as one or more Global Notes or Certificated NotesIndenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) An order of the Company to the Trustee to authenticate such Notes.
(4) An Opinion of Counsel per Section 10.04 herein.
Appears in 2 contracts
Sources: Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will will, upon the written direction of the Issuer, authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$550,000,000, and
(ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer in writing, after the following conditions have been met:
(A) Receipt After receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
Appears in 2 contracts
Sources: Indenture (Mr. Cooper Group Inc.), Indenture (Home Point Capital Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) 2016 Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$450,000,000 and 2021 Notes for original issue in aggregate principal amount not to exceed $800,000,000; and
(ii) Additional Notes of any series from time to time for original issue in aggregate principal amounts specified by the CompanyCompany (which such Additional Notes of any series, together with the Notes of the applicable series issued hereunder, shall constitute a single series of Notes under this Indenture, and will be treated as a single class hereunder, including for purposes of voting hereunder), after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1A) the amount and series of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether 4 of the Notes are to be issued as one or more Global Notes or Certificated NotesIndenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) Delivery of an order of the Company to the NotesTrustee to authenticate such Notes (an “Authentication order”).
(4) Delivery of an Opinion of Counsel per Section 10.04 herein.
Appears in 2 contracts
Sources: Indenture (DPL Inc), Indenture (Aes Corp)
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile facsimile, manual signature or manual other electronic signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000,
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Initial Additional Notes, if the such Additional Notes are not will be fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes (and receipt by the Additional Notes have Trustee of an Officer’s Certificate to that effect) or will bear a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer of the Company and an Officer of the Guarantor shall execute the Notes for the Company and the Guarantor, respectively, by facsimile or manual signature in the name and on behalf of the CompanyGuarantor. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officers’ Certificate directing authentication, (manually) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company and the Guarantor may deliver Notes executed by the Company and the Guarantor to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of subparts (i) and (ii), after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and;
(5) other information the Company may determine to include or the Trustee may reasonably request; and
(6) in accordance with Section 11.03.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate Opinion that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and (in a separate Opinion of Counsel if necessary) the Guarantor, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles, and in accordance with Section 11.03.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by manual, facsimile or manual other signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually or electronically signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will will, upon the written direction of the Issuer, authenticate and deliver:
(i) (a) 2029 Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$738,075,000 and (b) 2032 Notes for original issue in the aggregate principal amount not to exceed $955,326,000, and
(ii) Subject to Article 4, Additional Notes of any series of Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer in writing, after the following conditions have been met:
(A) Receipt receipt by the Trustee of a Company Order an Officer’s Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In . Notwithstanding anything to the case contrary in this Indenture, no Opinion of Additional Notes, if Counsel and no Officer’s Certificate shall be required for the Additional Notes are not fungible with Trustee to authenticate and make available for delivery the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04Notes.
(d) The Initial Notes of each series and any Additional Notes of such series will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the NotesNotes of such series; provided, however, that if any such Additional Notes of any series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes or otherwise, such Additional Notes of such series will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (Rocket Companies, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$400,000,000, and
(ii2) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer, after the following conditions have been met:
(A) Receipt by the Trustee of a Company an Issuer Order specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate Opinion of Counsel that the Initial Notes or Additional Notes, as applicable, are legal, valid and binding obligations of the Issuer enforceable against them in accordance with Sections 12.03 and 12.04its terms.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
(e) Receipt by the Trustee of an Officer’s Certificate pursuant to Section 11.04(a).
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent (manually) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$350.0 million; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class with the Original Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article ARTICLE 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile (including, for the avoidance of doubt, electronic) or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$475,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether 4 of the Notes are to be issued as one or more Global Notes or Certificated NotesIndenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) An order of the Company to the Trustee to authenticate such Notes.
(4) In the case of Additional Notes, an Opinion of Counsel per Section 10.04 herein.
Appears in 1 contract
Sources: Indenture (Ipalco Enterprises, Inc.)
Execution and Authentication; Additional Notes. (a) An A Responsible Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$375,000,000, and
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes
(2) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B3) In the case of Initial Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Opinion of Counsel confirming that the Holders of the outstanding Notes will be treated subject to federal income tax in the same amounts, in the same manner and at the same times as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to would have been the Notescase if such Additional Notes were not issued.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with . The signature of the signature Trustee on a Note will be conclusive evidence that the Note has been duly and validly authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of $400,000,000, and
(ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, after subject to the following conditions have been met:
terms of this Indenture, in each case upon a written order of the Company signed by an Officer of the Company (A) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of a Company Order specifying
(1) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated,
(2) authenticated and whether the Notes are to will be Initial Notes or, Additional Notes,
(3) in the case form of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes In case the Company shall be consolidated or merged with or into or wound up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the assets and any Additional Notes will be treated properties of the Company and its Restricted Subsidiaries, taken as a single class whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a written order of the successor Person signed by an Officer of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02(d) in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all purposes under this Indenture Notes at the time outstanding for Notes authenticated and will vote together as one class on all matters with respect to the Notesdelivered in such new name.
Appears in 1 contract
Sources: Indenture (Viasat Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with . The signature of the signature Trustee on a Note will be conclusive evidence that the Note has been duly and validly authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of $600,000,000, and
(ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, after subject to the following conditions have been met:
terms of this Indenture, in each case upon a written order of the Company signed by an Officer of the Company (A) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of a Company Order specifying
(1) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated,
(2) authenticated and whether the Notes are to will be Initial Notes or, Additional Notes,
(3) in the case form of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes In case the Company shall be consolidated or merged with or into or wound up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the assets and any Additional Notes will be treated properties of the Company and its Restricted Subsidiaries, taken as a single class whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a written order of the successor Person signed by an Officer of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02(d) in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all purposes under this Indenture Notes at the time outstanding for Notes authenticated and will vote together as one class on all matters with respect to the Notesdelivered in such new name.
Appears in 1 contract
Sources: Indenture (Viasat Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile (including, for the avoidance of doubt, electronic) or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue on the date hereof in the aggregate principal amount not to exceed US$300,000,000.$415,000,000;
(ii) Notes registered under the Securities Act that will be exchanged for Initial Notes issued on the date hereof pursuant to the terms of the Registration Rights Agreement; and
(iii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany (which such Additional Notes, together with the Notes issued hereunder, shall constitute a single series of Notes under this Indenture, and will be treated as a single class hereunder, including for purposes of voting hereunder), after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes4 of this Indenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the . Additional Notes have will be fungible with the Initial Notes if they are issued pursuant to a separate CUSIP numberqualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes.
(C3) Receipt by Delivery of an order of the Company to the Trustee to authenticate such Notes (an “Authentication Order”).
(4) In the case of Additional Notes, delivery of an Opinion of Counsel per Section 10.04 herein. For the avoidance of any doubt, any Additional Notes that are issued in connection with a transaction in which an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will Opinion of Counsel was delivered shall be treated as a single class valid for all purposes under and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture and will vote together as one class on all matters with respect to the NotesIndenture.
Appears in 1 contract
Sources: Indenture (DPL Inc)
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officers’ Certificate directing authentication, (manually) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$750,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of subparts (i) and (ii), after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and;
(5) other information the Company may determine to include or the Trustee may reasonably request; and
(6) in accordance with Section 10.03.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate Opinion that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles, and in accordance with Section 10.03.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Execution and Authentication; Additional Notes. (a) An One Officer shall execute sign the Notes for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the such Note will still shall nevertheless be valid.
(b) . A Note will shall not be valid until authenticated by the Trustee manually signs manual signature of the certificate of authentication on the Note, with the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall, upon a written order of the Company signed by one Officer (an "AUTHENTICATION Order"), authenticate and deliver
(i) Notes for original issue in up to the aggregate principal amount not to exceed US$300,000,000.
(ii) Additional of $300.0 million, of which $200.0 million will be issued as Initial Notes from time to time for original issue in on the Issue Date. The aggregate principal amounts specified by the Company, after the following conditions have been met:
(A) Receipt by the Trustee amount of a Company Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) whether the Notes are . The Company may, subject to be Initial Notes orSection 4.09 hereof and applicable law, Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the issue Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the under this Indenture. Any Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes Note issued under this Indenture (i) shall constitute an additional obligation of the Company, (ii) shall be governed by, and will vote together as one class on all matters with respect subject to the terms and entitled to the benefits of, this Indenture (including without limitation the Subsidiary Guarantees and all Liens, if any, hereafter granted to secure the Notes) and (iii) shall rank pari passu with all other Notes.
Appears in 1 contract
Sources: Indenture (Advancepcs Research LLC)
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Company Guaranty for such Guarantor by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf of the Companyother electronically transmitted signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Guaranties in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$300,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.6), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuers in the Trustee form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one certificated Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuers, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Sabra Health Care REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer Two Officers of the Company shall execute the Notes for the Company Company, by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officers’ Certificate of the Company directing authentication, (manually, electronically or by facsimile) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of U.S.$600,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany in an Officers’ Certificate, which Additional Notes will have the same terms in all respects as the Initial Notes except that the date of issuance and the first Interest Payment Date for such Additional Notes may differ. Such Additional Notes, together with the Initial Notes, will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of clauses (i) and (ii) above, after the following conditions have been met:
(A) Receipt receipt by the Trustee of a an Officers’ Certificate of the Company Order pursuant to Section 11.03 specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.; and
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate Opinion of Counsel to the Company pursuant to section 11.03 that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan S.A.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the NoteNote by an authorized signatory, with the signature as conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$600,000,000 and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.
(3) The Initial Notes and any Additional Notes shall vote together for all purposes as a single class; provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by electronic, facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs executes by electronic, facsimile or manual signature the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000; and
(ii) Additional Notes from time to time for original issue and any unlegended notes issued in exchange for such Initial Notes or Additional Notes pursuant to Section 2.01(c) hereof in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 44 and all steps required thereunder have been complied with,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In To the case of Additional Notesextent required by applicable tax regulations, if the Additional Notes are not fungible with the Initial other Notes for United States U.S. federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP number.
(C) Receipt by the Trustee number and shall be treated as a separate class for purposes of an Officers’ Certificate in accordance with Sections 12.03 transfer and 12.04exchange.
(d) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in clause (2) of Section 2.02(c), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officers’ Certificate directing authentication, (manually) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of subparts (i) and (ii), after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and;
(5) other information the Company may determine to include or the Trustee may reasonably request; and
(6) in accordance with Section 10.03.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate Opinion that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles, and in accordance with Section 10.03.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Company Guaranty for such Guarantor by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf of the Companyother electronically transmitted signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Guaranties in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$350,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.8), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuers in the Trustee form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one certificated Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuers, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
Appears in 1 contract
Sources: Third Supplemental Indenture (Sabra Health Care REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An A Responsible Officer shall execute the Notes for the Company by facsimile facsimile, manual or manual electronic signature in the name and on behalf of the Company. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000, and
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes
(2) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B3) In the case of Initial Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Opinion of Counsel confirming that the Holders of the outstanding Notes will be treated subject to federal income tax in the same amounts, in the same manner and at the same times as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to would have been the Notescase if such Additional Notes were not issued.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature as conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000425,000,000.
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer, after the following conditions have been met:
(A) Receipt In the case of Additional Notes, receipt by the Trustee of a Company Order specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) whether the Notes are to be Initial Notes or, Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (GeoPark LTD)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$380,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes that are not fungible for U.S. federal income tax purposes with the Initial Notes for United States federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP numbernumber and shall be treated as a separate class for purposes of transfer and exchange.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d3) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in Section 2.02(c)(2), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Ak Steel Holding Corp)
Execution and Authentication; Additional Notes. (a) 2.2.1 An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) 2.2.2 A Note will not be valid until the Trustee or the Authenticating Agent (manually or by facsimile) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the Indenture.
(c) 2.2.3 At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.300 million; and
(ii) Additional additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class with the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; after the following conditions have condition has been met:
(A) : Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1a) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2b) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3c) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article Section 4,;
(4d) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5e) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (JBS USA Holdings, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue on the date hereof in the aggregate principal amount not to exceed US$300,000,000.$400,000,000;
(ii) Notes registered under the Securities Act that will be exchanged for Initial Notes issued on the date hereof pursuant to the terms of the Registration Rights Agreement; and
(iii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany (which such Additional Notes, together with the Notes issued hereunder, shall constitute a single series of Notes under this Indenture, and will be treated as a single class hereunder, including for purposes of voting hereunder), after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes4 of this Indenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the . Additional Notes have will be fungible with the Initial Notes if they are issued pursuant to a separate CUSIP numberqualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes.
(C3) Receipt by Delivery of an order of the Company to the Trustee to authenticate such Notes (an “Authentication Order”).
(4) In the case of Additional Notes, delivery of an Opinion of Counsel per Section 10.04 herein. For the avoidance of any doubt, any Additional Notes that are issued in connection with a transaction in which an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will Opinion of Counsel was delivered shall be treated as a single class valid for all purposes under and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture and will vote together as one class on all matters with respect to the NotesIndenture.
Appears in 1 contract
Sources: Indenture (DPL Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with . The signature of the signature Trustee on a Note will be conclusive evidence that the Note has been duly and validly authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of $500,000,000, and
(ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the CompanyIssuer, after subject to the following conditions have been met:
terms of this Indenture, in each case upon a written order of the Issuer signed by an Officer of the Issuer (A) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of a Company Order specifying
(1) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated,
(2) authenticated and whether the Notes are to will be Initial Notes or, Additional Notes,
(3) in the case form of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes In case the Issuer shall be consolidated or merged with or into or wound up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the assets and any Additional Notes will be treated properties of the Issuer and its Restricted Subsidiaries, taken as a single class whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a written order of the successor Person signed by an Officer of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02(d) in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all purposes under this Indenture Notes at the time outstanding for Notes authenticated and will vote together as one class on all matters with respect to the Notesdelivered in such new name.
Appears in 1 contract
Sources: Indenture (Maxar Technologies Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by electronic, facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs executes by electronic, facsimile or manual signature the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$$300,000,000.; and
(ii) Additional Notes from time to time for original issue and any unlegended notes issued in exchange for such Initial Notes or Additional Notes pursuant to Section 2.01(c) hereof in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 44 and all steps required thereunder have been complied with,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In To the case of Additional Notesextent required by applicable tax regulations, if the Additional Notes are not fungible with the Initial other Notes for United States U.S. federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP number.
(C) Receipt by the Trustee number and shall be treated as a separate class for purposes of an Officers’ Certificate in accordance with Sections 12.03 transfer and 12.04exchange.
(d) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in clause (2) of Section 2.02(c), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid. The original Notes will be delivered to the Trustee as custodian for the Depositary promptly after execution.
(b) A Note will not be valid until the Trustee or the Authenticating Agent (manually or by facsimile) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.750,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer, which Additional Notes will be treated as a single class with the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; after the following conditions have been met:
(A) Receipt receipt by the Trustee of a Company Order an Officer’s Certificate specifying:
(1i) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2ii) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3iii) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4iv) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5v) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will Trustee shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect fully protected in relying upon documents (i) to the Notes(v) above.
Appears in 1 contract
Sources: Indenture (Ultrapar Holdings Inc)
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officer’s Certificate directing authentication, (manually) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee will or the Authenticating Agent will, upon receipt of an Officer’s Certificate directing authentication, authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$750,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of subparts (i) and (ii), after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and;
(5) other information the Company may determine to include or the Trustee may reasonably request; and
(6) statements as required in accordance with Section 10.03.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate Opinion that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles, and in accordance with Section 10.03.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Natura &Co Holding S.A.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by manual, facsimile or manual other signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually or electronically signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will will, upon the written direction of the Issuer, authenticate and deliver:
(ia) 2030 Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$2,000,000,000 and (b) 2033 Notes for original issue in the aggregate principal amount not to exceed $2,000,000,000, and
(ii) Subject to Article 4, Additional Notes of any series of Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer in writing, after the following conditions have been met:
(A) Receipt receipt by the Trustee of a Company Order an Officer’s Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In . Notwithstanding anything to the case contrary in this Indenture, no Opinion of Additional Notes, if Counsel and no Officer’s Certificate shall be required for the Additional Notes are not fungible with Trustee to authenticate and make available for delivery the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04Notes.
(d) The Initial Notes of each series and any Additional Notes of such series will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the NotesNotes of such series; provided, however, that if any such Additional Notes of any series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes or otherwise, such Additional Notes of such series will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (Rocket Companies, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will will, upon the written direction of the Company, authenticate and deliver:
(i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.$1,000,000,000,
(ii) subject to the terms of this Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyNotes, after the following conditions have been met:and
(Aiii) Receipt any other Notes issued in accordance with this Indenture. After receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (UWM Holdings Corp)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will will, upon the written direction of the Company, authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$800,000,000, and
(ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany in writing, after the following conditions have been met:
(A) Receipt After receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this the Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (UWM Holdings Corp)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$405,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether 4 of the Notes are to be issued as one or more Global Notes or Certificated NotesIndenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) An order of the Company to the Trustee to authenticate such Notes.
(4) In the case of Additional Notes, an Opinion of Counsel per Section 10.04 herein.
Appears in 1 contract
Sources: Indenture (Ipalco Enterprises, Inc.)
Execution and Authentication; Additional Notes. One Officer of the Issuer or an Officer of the Parent acting in its capacity as the general partner of the Issuer (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for the Company Issuer by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf by other means of electronic transmission showing such signature. One Officer of the CompanyGuarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Guaranty for the Guarantor by manual, facsimile, .pdf attachment or by other means of electronic transmission showing such signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Guaranty in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$800,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.6), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuer in the Trustee form of a Company certificate of an Officer of the Issuer or an Officer of the Parent acting in its capacity as the general partner of the Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one Physical Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuer, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before a notice of redemption of Notes is electronically sent or mailed and ending at the close of business on the day such notice of redemption of Notes is electronically sent or mailed, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
Appears in 1 contract
Sources: First Supplemental Indenture (Sabra Health Care REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$$300,000,000., and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Original Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Issuer determines the Additional Notes are not fungible with the Initial Original Notes for United States U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04CUSIP.
(d) The Initial Original Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time upon or after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Original Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$400,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and
(iii) after the following conditions have been met:
(A1) Receipt by the Trustee of a written order by the Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) if applicable, whether the such Notes are to be Initial Notes or, Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes that are not fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes with the Additional Original Notes have shall be issued under a separate CUSIP numbernumber and shall be treated as a separate class for purposes of transfer and exchange.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d3) The Initial Original Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in Section 2.02(c)(2), and will shall vote together as one class on all matters with respect to the Notes. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Note Holders.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.$200,000,000, and
(ii) Additional Notes from time to time after the Issue Date for original issue in aggregate principal amounts specified by the CompanyIssuer, after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company Issuer may determine to include or the Trustee may reasonably requestinclude.
(B2) In the case of Additional Notes, if the Additional Notes are will not be fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Roundy's, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$405,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether 4 of the Notes are to be issued as one or more Global Notes or Certificated NotesIndenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) An order of the Company to the Trustee to authenticate such Notes.
(4) An Opinion of Counsel per Section 10.04 herein.
Appears in 1 contract
Sources: Indenture (Ipalco Enterprises, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$$300,000,000.; and
(ii) Additional Notes from time to time for original issue and any unlegended notes issued in exchange for such Initial Notes or Additional Notes pursuant to Section 2.01(c) hereof in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 44 and all steps required thereunder have been complied with,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In To the case of Additional Notesextent required by applicable tax regulations, if the Additional Notes are not fungible with the Initial other Notes for United States U.S. federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP number.
(C) Receipt by the Trustee number and shall be treated as a separate class for purposes of an Officers’ Certificate in accordance with Sections 12.03 transfer and 12.04exchange.
(d) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in clause (2) of Section 2.02(c), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will will, upon the written direction of the Company, authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000, and
(ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany in writing, after the following conditions have been met:
(A) Receipt After receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (UWM Holdings Corp)
Execution and Authentication; Additional Notes. (a) An A Responsible Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$250,000,000, and
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes
(2) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B3) In the case of Initial Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Opinion of Counsel confirming that the Holders of the outstanding Notes will be treated subject to federal income tax in the same amounts, in the same manner and at the same times as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to would have been the Notescase if such Additional Notes were not issued.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$200,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, in each case after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 45,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel which shall state that the form and terms of such Notes have been established in accordance with this Indenture and that such Notes will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms.
(3) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial other Notes for United States U.S. federal income tax purposes, the Additional Notes have shall trade under a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 number and 12.04.
(d) The Initial Notes and any Additional Notes will shall be treated as a single separate class for all purposes under this Indenture of transfer and will vote together as one class on all matters with respect to the Notesexchange.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with . The signature of the signature Trustee on a Note will be conclusive evidence that the Note has been duly and validly authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of $733,400,000, and
(ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, after subject to the following conditions have been met:
terms of this Indenture, in each case upon a written order of the Company signed by an Officer of the Company (A) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of a Company Order specifying
(1) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated,
(2) authenticated and whether the Notes are to will be Initial Notes or, Additional Notes,
(3) in the case form of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes In case the Company shall be consolidated or merged with or into or wound up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the assets and any Additional Notes will be treated properties of the Company and its Restricted Subsidiaries, taken as a single class whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a written order of the successor Person signed by an Officer of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02(d) in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all purposes under this Indenture Notes at the time outstanding for Notes authenticated and will vote together as one class on all matters with respect to the Notesdelivered in such new name.
Appears in 1 contract
Sources: Indenture (Viasat Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time upon or after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Original Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$250,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and
(iii) after the following conditions have been met:
(A1) Receipt by the Trustee of a written order by the Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) if applicable, whether the such Notes are to be Initial Notes or, Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes that are not fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes with the Additional Original Notes have shall be issued under a separate CUSIP numbernumber and shall be treated as a separate class for purposes of transfer and exchange.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d3) The Initial Original Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in Section 2.02(c)(2), and will shall vote together as one class on all matters with respect to the Notes. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Note Holders.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Company Guaranty for such Guarantor by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf of the Companyother electronically transmitted signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Guaranties in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$200,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.8), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuers in the Trustee form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one certificated Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuers, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
Appears in 1 contract
Sources: First Supplemental Indenture (Sabra Health Care REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i1) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000€425,000,000.
(ii2) Initial Additional Notes from time to time for original issue and any unlegended notes issued in exchange for such Initial Notes pursuant to Section 2.01(c) hereof in aggregate principal amounts specified by the Company, and
(3) any unlegended notes issued in exchange for such Initial Additional Notes pursuant to Section 2.01(c) hereof in exchange for a like principal amount of Initial Notes or Initial Additional Notes after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1i) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2ii) whether the Notes are to be Initial Notes or, or Additional Notes,
(3iii) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 44 and all steps required thereunder have been complied with,
(4iv) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5v) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In To the case of Additional Notesextent required by applicable tax regulations, if the Additional Notes are not fungible with the Initial other Notes for United States U.S. federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP number.
(C) Receipt by the Trustee and Common Code number and shall be treated as a separate class for purposes of an Officers’ Certificate in accordance with Sections 12.03 transfer and 12.04exchange.
(d) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in clause (2) of Section 2.02(c), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the NoteNote by an authorized signatory, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$600,000,000 and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.
(3) The Initial Notes and any Additional Notes shall vote together for all purposes as a single class; provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$700,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Original Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Issuer determines the Additional Notes are not fungible with the Initial Original Notes for United States U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04CUSIP.
(d) The Initial Original Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid. The original Notes will be delivered to the Trustee as custodian for the Depositary promptly after execution.
(b) A Note will not be valid until the Trustee or the Authenticating Agent manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.500,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuer, which Additional Notes will be treated as a single class with the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, after the following conditions have been met:
(A) Receipt receipt by the Trustee of a Company Order an Officer’s Certificate specifying:
(1i) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2ii) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3iii) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4iv) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5v) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will Trustee shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect fully protected in relying upon documents (i) to the Notes(v) above.
Appears in 1 contract
Sources: Indenture (Ultrapar Holdings Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time upon or after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Original Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$250,000,000 and PIK Notes as required pursuant to Section 2.01, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and
(iii) after the following conditions have been met:
(A1) Receipt by the Trustee of a written order by the Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) if applicable, whether the such Notes are to be Initial Additional Notes or, Additional or PIK Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes or PIK Notes in respect thereof that are not fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes with the Additional Original Notes have shall be issued under a separate CUSIP numbernumber and shall be treated as a separate class for purposes of transfer and exchange.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d3) The Initial Original Notes and any Additional Notes will and PIK Notes shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in Section 2.02(c)(2), and will shall vote together as one class on all matters with respect to the Notes. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes or PIK Notes under this Section if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Note Holders.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature as conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The On the Issue Date, the Trustee will shall authenticate and deliver
deliver the Initial Notes and, at any time and from time to time thereafter (i) subject to satisfaction of the conditions set forth in Section 2.02(d)), the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified by the Issuer, in each case upon receipt of a Company Order. Each such Company Order shall specify the aggregate principal amount not to exceed US$300,000,000.
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by of the Company, after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order specifying
(1) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,.
(2d) whether The Issuer may, without the consent of any Holder, issue Additional Notes are to be having substantially the same terms in all respects as the Initial Notes or, Additional Notes,
(3) in the case of Additional Notes, or in all respects except with respect to the initial issuance price, initial interest accrual date, and initial Interest Payment Date; provided that the Issuer shall have delivered to the Trustee (i) an Officers’ Certificate (which satisfies Section 11.04) certifying that the issuance of such Additional Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) 4 and any other information the Company Issuer may determine to include or the Trustee may reasonably request, and (ii) an Opinion of Counsel (subject to customary qualifications) that (A) the form and terms of such Additional Notes have been established in conformity with the provisions of this Indenture and (B) such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and (in a separate Opinion of Counsel if necessary) the Guarantors enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles, and in accordance with Section 11.03.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(de) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.; provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number
Appears in 1 contract
Sources: Indenture (GeoPark LTD)
Execution and Authentication; Additional Notes. (a) An A Responsible Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$400,000,000, and
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes
(2) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B3) In the case of Initial Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Opinion of Counsel confirming that the Holders of the outstanding Notes will be treated subject to federal income tax in the same amounts, in the same manner and at the same times as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to would have been the Notescase if such Additional Notes were not issued.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuers by facsimile or manual signature in the name and on behalf of the CompanyIssuers. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication. The Trustee will authenticate and deliver
(i1) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$430,000,000, and
(ii2) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuers, after in each case so long as the following conditions Trustee shall have been met:received (i) an Officers’ Certificate specifying (an “Authentication Order”)
(A) Receipt by the Trustee of a Company Order specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Section 2.02(d) or (e), or Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, Notes and
(5E) other information the Company Issuers may determine to include or the Trustee may reasonably request.
, and, (Bii) In in the case of Additional Notes, if unless the Issuers shall have obtained “CUSIP” and “CINS” numbers different from the Initial Notes for such series of Additional Notes, the Issuers shall deliver to the Trustee an Opinion of Counsel confirming that such Additional Notes are not will be fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Issuers will only be permitted to issue Additional Notes if at the time of, and any giving effect to, such issuance the Issuers and the Restricted Subsidiaries (and Parent where applicable) are in compliance with the covenants contained in this Indenture, including Sections 4.06 and 4.08, and subject to the limitation on Term Obligations set forth in the ABL Intercreditor Agreement.
(e) Any Additional Notes will be treated part of the same Series as a single class for all purposes under this Indenture the Initial Notes, and will vote together as one class on all matters with respect to the Initial Notes.
Appears in 1 contract
Sources: Indenture (Tower Automotive, LLC)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee or the Authenticating Agent (manually or by facsimile) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$200 million; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, which Additional Notes will be treated as a single class with the Original Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$ , and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes that are not fungible for U.S. federal income tax purposes with the Initial Notes for United States federal income tax purposes, the Additional Notes have shall be issued under a separate CUSIP numbernumber and shall be treated as a separate class for purposes of transfer and exchange.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d3) The Initial Notes and any Additional Notes will shall be treated as a single class for all purposes under this Indenture Indenture, other than as specified in Section 2.02(c)(2), and will shall vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Ak Steel Corp)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time upon or after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$252,500,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company but only in exchange for Existing Notes and after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the that such Notes are to be Initial Notes or, Additional being issued in exchange for Existing Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate Opinion of Counsel confirming that (subject to customary assumptions) the Holders of the outstanding Notes will be subject to federal income tax in accordance with Sections 12.03 the same amounts, in the same manner and 12.04.
(d) at the same times as would have been the case if such Additional Notes were not issued. The Initial Notes Trustee shall have the right to decline to authenticate and deliver any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Section if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to the Notespersonal liability to existing Note Holders.
Appears in 1 contract
Sources: Indenture (Century California, LLC)
Execution and Authentication; Additional Notes. (a) An Officer Two Officers of the Company shall execute the Notes for the Company Company, by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall be validvalid nevertheless.
(b) A Note will shall not be valid until an authorized signatory of the Trustee manually or the Authenticating Agent, upon receipt of an Officers’ Certificate of the Company directing authentication, (manually, electronically or by facsimile) signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent will authenticate and deliver:
(i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of U.S.$550,000,000; and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany in an Officers’ Certificate, which Additional Notes will have the same terms in all respects as the Initial Notes except that the date of issuance and the first Interest Payment Date for such Additional Notes may differ. Such Additional Notes, together with the Initial Notes, will be treated as a single class for all purposes and will vote together as one class on all matters with respect to the Initial Notes issued under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number; in the case of each of clauses (i) and (ii) above, after the following conditions have been met:
(A) Receipt receipt by the Trustee of a an Officers’ Certificate of the Company Order pursuant to Section 11.03 specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.; and
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate Opinion of Counsel to the Company pursuant to section 11.03 that (i) the form and terms of such Notes have been established in conformity with the provisions of this Indenture and (ii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, reorganization and 12.04other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Cosan S.A.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will shall not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will shall authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$577,000,000, and
(ii) Additional Notes from time to time for original issue in the aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order certificate, executed by an Officer specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if receipt by the Additional Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes are not fungible with the Initial Notes for will be subject to United States federal income tax purposesin the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes have a separate CUSIP numberwere not issued.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer of each Issuer shall execute the Notes for the Company Issuers by facsimile or manual signature in the name and on behalf of the CompanyIssuers. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$650,000,000,
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyIssuers, after the following conditions have been met:
(A1) Receipt by the Trustee of a Company an Issuers’ Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company Issuers may determine to include or the Trustee may reasonably request.
(B2) In the case of Initial Additional Notes, if the such Additional Notes are not will be fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes (and receipt by the Additional Notes have Trustee of an Officer’s Certificate to that effect) or will bear a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (J2 Global, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with . The signature of the signature Trustee on a Note will be conclusive evidence that the Note has been duly and validly authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i1) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.of $700,000,000, and
(ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, after subject to the following conditions have been met:
terms of this Indenture, in each case upon a written order of the Company signed by an Officer of the Company (A) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of a Company Order specifying
(1) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes are is to be authenticated,
(2) authenticated and whether the Notes are to will be Initial Notes or, Additional Notes,
(3) in the case form of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes In case the Company shall be consolidated or merged with or into or wound up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the assets and any Additional Notes will be treated properties of the Company and its Restricted Subsidiaries, taken as a single class whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon a written order of the successor Person signed by an Officer of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02(d) in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all purposes under this Indenture Notes at the time outstanding for Notes authenticated and will vote together as one class on all matters with respect to the Notesdelivered in such new name.
Appears in 1 contract
Sources: Indenture (Viasat Inc)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will shall not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will shall authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$220,000,000, and
(ii) Additional Notes from time to time for original issue in the aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order certificate, executed by an Officer specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if receipt by the Additional Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes are not fungible with the Initial Notes for will be subject to United States federal income tax purposesin the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes have a separate CUSIP numberwere not issued.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for the Company each Issuer by manual, facsimile or manual signature in .pdf attachment. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the name and on behalf of the CompanyNotes Guarantee for such Guarantor by manual, facsimile or .pdf attachment. If an Officer whose signature is on a Note or Notes Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Notes Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
deliver (i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$400,000,000 (the “Initial Notes”) and (ii) Additional Notes from time to time after the Closing Date for original issue in aggregate principal amounts specified by the Company, after the following conditions have been met:
Issuers (A) Receipt so long as not otherwise prohibited by the Trustee terms of this Indenture, including Section 9.8), in each case upon a written order of the Issuers in the form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one certificated Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture Indenture, including waivers, amendments, redemptions and will offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.
Appears in 1 contract
Sources: Indenture (CareTrust REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officer’s Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Original Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Issuer determines the Additional Notes are not fungible with the Initial Original Notes for United States U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04CUSIP.
(d) The Initial Original Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile facsimile, manual signature or manual other electronic signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$305,000,000,
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Initial Additional Notes, if the such Additional Notes are not will be fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes (and receipt by the Additional Notes have Trustee of an Officer’s Certificate to that effect) or will bear a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for each Issuer by manual, facsimile, .pdf attachment or other electronically transmitted signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Company Note Guarantee for such Guarantor by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf of the Companyother electronically transmitted signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Note Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$300,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.8), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuers in the Trustee form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one certificated Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuers, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
(e) The following shall be added to the Base Indenture as Section 3.12 and Section 3.13:
Appears in 1 contract
Sources: First Supplemental Indenture (CareTrust REIT, Inc.)
Execution and Authentication; Additional Notes. One Officer of each of the Issuers (awho shall have been duly authorized by all requisite corporate actions) An Officer shall execute sign the Notes for the Company each Issuer by facsimile manual, facsimile, .pdf attachment or manual signature in the name and on behalf other electronically transmitted signature. One Officer of the CompanyGuarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Guaranty for the Guarantor by manual, facsimile, .pdf attachment or other electronically transmitted signature. If an Officer whose signature is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note will still shall nevertheless be valid.
(b) . A Note will (and the Guaranty in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note, with the . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will shall authenticate and deliver
(i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.
$350,000,000 (the “Initial Notes”), and (ii) additional Notes (the “Additional Notes from time to time for original issue Notes”) in aggregate principal amounts specified an unlimited amount (so long as not otherwise prohibited by the Companyterms of this Indenture, after including Section 10.6), in each case upon a written order of the following conditions have been met:
(A) Receipt by Issuers in the Trustee form of a Company certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order specifying
(1) shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) , whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) and whether the Notes are to be issued as one Physical Notes or more Global Notes or Certificated Notes, and
(5) such other information the Company may determine to include or as the Trustee may reasonably request.
. In addition, with respect to authentication pursuant to clause (Bii) In of the case first sentence of Additional this paragraph, the first such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers stating that: • the form and terms of such Notes have been established in conformity with the provisions of this Indenture; • that all conditions precedent set forth in this Indenture to the authentication and delivery of such Notes have been complied with and that such Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of an Officers’ Certificate Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with Sections 12.03 their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 12.04.
(d) The Initial other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and • as to such other matters as the Trustee may reasonably request. All Notes and any Additional Notes will issued under this Indenture shall be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Indenture. The Additional Notes shall bear any legend required by applicable law. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.”
(c) The first sentence of the fifth paragraph of Section 3.5 of the Base Indenture shall be amended to delete the following “or if any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3”.
(d) The last paragraph of Section 3.5 of the Base Indenture shall be deleted in its entirety and replaced with the following: “Without the prior written consent of the Issuers, the Security Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before a notice of redemption of Notes is electronically sent or mailed and ending at the close of business on the day such notice of redemption of Notes is electronically sent or mailed, (ii) selected for redemption in whole or in part pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.”
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Sabra Health Care REIT, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$500,000,000 and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company; provided that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes, after in each case so long as the following conditions Trustee shall have been met:received an Officer’s Certificate specifying
(A) Receipt by the Trustee of a Company Order specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,, and
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Execution and Authentication; Additional Notes. (a) An Officer of the Company shall execute the Notes for the Company by facsimile facsimile, manual signature or manual other electronic signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$750,000,000,
(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Initial Additional Notes, if the such Additional Notes are not will be fungible with the Initial Notes for United States U.S. federal income tax purposes, purposes (and receipt by the Additional Notes have Trustee of an Officer’s Certificate to that effect) or will bear a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (J2 Global, Inc.)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature constituting conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will will, upon the written direction of the Company, authenticate and deliver:
(i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed US$300,000,000.$800,000,000,
(ii) subject to the terms of this Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyNotes, after the following conditions have been met:and
(Aiii) Receipt any other Notes issued in accordance with this Indenture. After receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one a single class on all matters with respect to the Notes; provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
Appears in 1 contract
Sources: Indenture (UWM Holdings Corp)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time upon or after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$245,475,800, and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, Company but only in exchange for Existing Notes and after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying
(1A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the that such Notes are to be Initial Notes or, Additional being issued in exchange for Existing Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5E) other information the Company may determine to include or the Trustee may reasonably request.
(B2) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt receipt by the Trustee of an Officers’ Certificate Opinion of Counsel confirming that (subject to customary assumptions) the Holders of the outstanding Notes will be subject to federal income tax in accordance with Sections 12.03 the same amounts, in the same manner and 12.04.
(d) at the same times as would have been the case if such Additional Notes were not issued. The Initial Notes Trustee shall have the right to decline to authenticate and deliver any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect Section if the Trustee, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to the Notespersonal liability to existing Note Holders.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$250,000,000 and
(ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, after such Additional Notes will have a separate CUSIP number, in each case so long as the following conditions Trustee shall have been met:received an Officer’s Certificate specifying
(A) Receipt by the Trustee of a Company Order specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2B) whether the Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,, and
(4D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will shall not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will shall authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$150,000,000, and
(ii) Additional Notes from time to time for original issue in the aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order certificate, executed by an Officer specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
(2) whether the Notes are to be Initial Notes or, or Additional Notes,
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if receipt by the Additional Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes are not fungible with the Initial Notes for will be subject to United States federal income tax purposesin the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes have a separate CUSIP numberwere not issued.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will shall not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication. The Trustee will shall authenticate and deliver:
(i) Initial Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.$250,000,000, and
(ii) Additional Notes from time to time for original issue in the aggregate principal amounts specified by the Company, Issuer after the following conditions have been met:
(A) Receipt by the Trustee of a Company Order certificate, executed by an Officer specifying
(1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,;
(2) whether the Notes are to be Initial Notes or, or Additional Notes,;
(3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,;
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, ; and
(5) other information the Company Issuer may determine to include or the Trustee may reasonably request.
(B) In the case of Additional Notes, if receipt by the Additional Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes are not fungible with the Initial Notes for will be subject to United States federal income tax purposesin the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes have a separate CUSIP numberwere not issued.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.
Appears in 1 contract
Execution and Authentication; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the this Indenture.
(c) At any time and from time to time after the execution and delivery of the this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:
(i) Initial Notes for original issue on the date hereof in the aggregate principal amount not to exceed US$300,000,000.$200,000,000;
(ii) Notes registered under the Securities Act that will be exchanged for Initial Notes issued on the date hereof pursuant to the terms of the Registration Rights Agreement; and
(iii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the CompanyCompany (which such Additional Notes, together with the Notes issued hereunder, shall constitute a single series of Notes under this Indenture, and will be treated as a single class hereunder, including for purposes of voting hereunder), after the following conditions have been met:
(A1) Receipt by the Trustee of a Company Order an Officers’ Certificate specifying:
(1A) the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated,
(2B) whether the such Notes are to be Initial Notes or, or Additional Notes,
(3C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
(4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes4 of this Indenture, and
(5D) other information the Company may determine to include or the Trustee may reasonably requestrequest (including, without limitation, statements per Section 10.04 herein).
(B2) In the case of Additional Notes, if receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for United States U.S. federal income tax purposes, the Additional Notes have a separate CUSIP number.
(C) Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.
(d) The Initial Notes and any . Additional Notes will be treated as fungible with the Initial Notes if they are issued pursuant to a single class qualified reopening under Treasury Regulations section 1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for all purposes under this Indenture and will vote together as one class on all matters with respect U.S. federal income tax purposes.
(3) Delivery of an order of the Company to the Trustee to authenticate such Notes (an “Authentication Order”).
(4) In the case of Additional Notes, delivery of an Opinion of Counsel per Section 10.04 herein.
Appears in 1 contract
Sources: Indenture (DPL Inc)