Common use of Execution and Authentication; Additional Notes Clause in Contracts

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 $400,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 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 $400,000,000, 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 Company (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount and series of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An Delivery of an order of the Company to the Trustee to authenticate such NotesNotes (an “Authentication order”). (4) An 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 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 $400,000,000, andUS$300,000,000. (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: (1A) Receipt by the Trustee of an Officers’ Certificate a Company Order specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B2) whether such the Notes are to be Initial Notes or or, Additional Notes, (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (4) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for U.S. 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 fungible treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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 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 $400,000,000550,000,000, and (ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt Issuer in writing, After receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In 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 a single class on all matters with respect to the case of Additional Notes; provided, receipt by the Trustee of an Opinion of Counsel confirming 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (Mr. Cooper Group Inc.), Indenture (Home Point Capital 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. 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 $400,000,000, US$750,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Issuer, 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: (1) Receipt receipt by the Trustee of an Officers’ Officer’s Certificate specifying: (Ai) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (Bii) whether such the Notes are to be Initial Notes or Additional Notes,; (Ciii) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (iv) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (Dv) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In the case of Additional Notes, receipt by the The Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant fully protected in relying upon documents (i) to a qualified reopening under Treasury Regulations section 1.1275-2(k(v) 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 purposesabove. (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 (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) Notes for original issue in the aggregate principal amount not to exceed $400,000,000252,500,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company but only in exchange for Existing Notes and after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether that such Notes are to be Initial Notes or Additional being issued in exchange for Existing Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that (subject to customary assumptions) 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 are fungible with were not issued. The Trustee shall have the Initial Notes for U.S. federal income tax purposes. right to decline to authenticate and deliver any Additional Notes will under this Section if the Trustee, determines that such action may not lawfully be fungible with taken by the Initial Notes Company or if they are issued pursuant to a qualified reopening under Treasury Regulations section 1.1275-2(k) the Trustee in good faith by its board of directors or are issued with no original issue discounttrustee, executive committee, or less than the de minimis amount a trust committee of original issue discount, for U.S. federal income tax purposes. (3) An order of the Company to directors or trustees or Trust Officers shall determine that such action would expose the Trustee to authenticate such Notespersonal liability to existing Note Holders. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Century California, 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. (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 $400,000,000300,000,000, 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: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Original Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Issuer determines the Additional Notes are not fungible with the Initial Original Notes for U.S. federal income tax purposes. , the Additional Notes will have a separate CUSIP. (d) Original Notes and any Additional Notes will be fungible treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Nuance Communications, 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 $400,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Company, and (iii) after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate a written order by the Company specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) if applicable, whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible purposes with the Initial Original Notes if they are shall be issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3) An order of The Original Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in Section 2.02(c)(2), and 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 to 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 authenticate such Notespersonal liability to existing Note Holders. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,000200,000,000, and (ii) Additional Notes from time to time after the Issue Date for original issue in aggregate principal amounts specified by the Company Issuer, after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)include. (2) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Additional Notes are will not be fungible with the Initial Notes for U.S. United States federal income tax purposes. , the Additional Notes will be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (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 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 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, subject to the terms of this Indenture, in each case upon a written order of the Company after signed by an Officer of the following conditions have been met: Company (1) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of an Officers’ Certificate specifying (A) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which such the original issue of Notes are is to be authenticated, (B) authenticated and whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with in the Initial form of Global Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4d) An Opinion 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 Counsel per all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a 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 10.04 herein2.02(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 Notes at the time outstanding for Notes authenticated and delivered 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 of $400,000,000600,000,000, and (ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, subject to the terms of this Indenture, in each case upon a written order of the Company after signed by an Officer of the following conditions have been met: Company (1) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of an Officers’ Certificate specifying (A) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which such the original issue of Notes are is to be authenticated, (B) authenticated and whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with in the Initial form of Global Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4d) An Opinion 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 Counsel per all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a 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 10.04 herein2.02(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 Notes at the time outstanding for Notes authenticated and delivered 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 $400,000,000, 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 (iiiii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the this Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An Delivery of an order of the Company to the Trustee to authenticate such NotesNotes (an “Authentication Order”). (4) An 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 and Opinion of Counsel was delivered shall be valid for all purposes and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture.

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 $400,000,000, 750,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and4; (D4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes; (5) other information the Company may determine to include or the Trustee may reasonably request request; and (including without limitation, statements per 6) in accordance with Section 10.04 herein)10.03. (2B) In the case of Additional Notes, receipt Receipt by the Trustee of an Opinion that (i) the form and terms of Counsel confirming that such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Trustee enforcement of creditors’ rights and to authenticate such Notesgeneral equity principles, and in accordance with Section 10.03. (4) An Opinion of Counsel per Section 10.04 herein.

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) Notes for original issue in the aggregate principal amount not to exceed $400,000,000405,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Notes. (4) An 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 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 $400,000,000, and750,000,000, (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: (1) Receipt by the Trustee of an Officers’ Certificate a Company Order specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are will be fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with purposes (and receipt by the Initial Notes if they are issued pursuant Trustee of an Officer’s Certificate to a qualified reopening under Treasury Regulations section 1.1275-2(kthat effect) 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 purposeswill bear a separate CUSIP number. (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 (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 $400,000,000800,000,000, (ii) subject to the terms of this Indenture, Additional Notes, and (iiiii) Additional any other Notes from time to time for original issue issued in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt accordance with this Indenture. After receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In 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 a single class on all matters with respect to the case of Additional Notes; provided, receipt by the Trustee of an Opinion of Counsel confirming 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (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 $400,000,000245,475,800, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company but only in exchange for Existing Notes and after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether that such Notes are to be Initial Notes or Additional being issued in exchange for Existing Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that (subject to customary assumptions) 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 are fungible with were not issued. The Trustee shall have the Initial Notes for U.S. federal income tax purposes. right to decline to authenticate and deliver any Additional Notes will under this Section if the Trustee, determines that such action may not lawfully be fungible with taken by the Initial Notes Company or if they are issued pursuant to a qualified reopening under Treasury Regulations section 1.1275-2(k) the Trustee in good faith by its board of directors or are issued with no original issue discounttrustee, executive committee, or less than the de minimis amount a trust committee of original issue discount, for U.S. federal income tax purposes. (3) An order of the Company to directors or trustees or Trust Officers shall determine that such action would expose the Trustee to authenticate such Notespersonal liability to existing Note Holders. (4) An Opinion of Counsel per Section 10.04 herein.

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 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 $400,000,000, 600,000,000 and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) 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 U.S. United States federal income tax purposes. , the Additional Notes will be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (Huntington Ingalls Industries, 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 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 $400,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated,. (Bd) whether such 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, (C) 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 of the Indenture, and (D) and any other information the Company Issuer may determine to include or the Trustee may reasonably request request, and (including without limitation, statements per Section 10.04 herein). (2ii) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming (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. (e) 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 U.S. United States federal income tax purposes. , the Additional Notes will be fungible with the Initial Notes if they are issued pursuant to have a 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 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.separate CUSIP number

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 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 $400,000,000, 250,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after Company; provided that if such Additional Notes are not fungible with the following conditions Initial Notes for U.S. federal income tax purposes, such Additional Notes will have been met: (1) Receipt by a separate CUSIP number, in each case so long as the Trustee of shall have received an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture4, and (D) other information whether the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial to be issued as one or more Global Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,000150,000,000, 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: (1A) Receipt by the Trustee of a certificate, executed by an Officers’ Certificate Officer specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B2) whether such the Notes are to be Initial Notes or Additional Notes, (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (4) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will be subject to United States 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Hovnanian 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 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 $400,000,000250,000,000, 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: (1A) Receipt by the Trustee of a certificate, executed by an Officers’ Certificate Officer specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will be subject to United States 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Hovnanian Enterprises 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 $400,000,000, 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 after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of and all steps required thereunder have been complied with, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In To the case of Additional Notesextent required by applicable tax regulations, receipt by the Trustee of an Opinion of Counsel confirming that such if Additional Notes are not fungible with the Initial other Notes for U.S. federal income tax purposes. , the Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3d) An order The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in clause (2) of the Company Section 2.02(c), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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 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 $400,000,000, 200 million; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 (Cosan 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 $400,000,000, and (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: (1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes (2) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (23) In the case of Initial 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Enova International, Inc.)

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 $400,000,000430,000,000, and (ii2) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt by Issuers, in each case so long as the Trustee of shall have received (i) an Officers’ Certificate specifyingspecifying (an “Authentication Order”) (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) 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 of the Indenture, and4, (D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes and (E) other information the Company Issuers may determine to include or the Trustee may reasonably request request, and, (including without limitation, statements per Section 10.04 herein). (2ii) In in the case of Additional Notes, receipt by 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 of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3d) An order of The Issuers will only be permitted to issue Additional Notes if at the Company time of, and 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 Trustee to authenticate such Noteslimitation on Term Obligations set forth in the ABL Intercreditor Agreement. (4e) An Opinion Any Additional Notes will be part of Counsel per Section 10.04 hereinthe same Series as the Initial Notes, and will vote on all matters with 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 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 $400,000,000738,075,000 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 Company Issuer in writing, after the following conditions have been met: (1) Receipt receipt by the Trustee of an Officers’ Officer’s Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitationrequest. Notwithstanding anything to the contrary in this Indenture, statements per Section 10.04 herein)no Opinion of Counsel and no Officer’s Certificate shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. (2d) In 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 a single class on all matters with respect to the case Notes of Additional Notessuch series; provided, receipt by the Trustee of an Opinion of Counsel confirming 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. purposes or otherwise, such Additional Notes of such series will be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (Rocket Companies, 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 $400,000,000500,000,000, and (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: (1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes (2) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (23) In the case of Initial 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Enova International, 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 of $400,000,000733,400,000, and (ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, subject to the terms of this Indenture, in each case upon a written order of the Company after signed by an Officer of the following conditions have been met: Company (1) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of an Officers’ Certificate specifying (A) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which such the original issue of Notes are is to be authenticated, (B) authenticated and whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with in the Initial form of Global Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4d) An Opinion 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 Counsel per all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a 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 10.04 herein2.02(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 Notes at the time outstanding for Notes authenticated and delivered 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 $400,000,000250,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Company, and (iii) after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate a written order by the Company specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) if applicable, whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible purposes with the Initial Original Notes if they are shall be issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3) An order of The Original Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in Section 2.02(c)(2), and 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 to 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 authenticate such Notespersonal liability to existing Note Holders. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,000116,621,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company specified, after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, and that if any such Additional Notes are not fungible with the IndentureInitial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional Notes shall have a separate CUSIP number, (D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, (E) whether the certificates representing such Notes shall bear a Restricted Legend; and (DF) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 (Sandridge Energy Inc)

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 $400,000,000, and500,000,000, (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: (1) Receipt by the Trustee of an Officers’ Certificate a Company Order specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are will be fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with purposes (and receipt by the Initial Notes if they are issued pursuant Trustee of an Officer’s Certificate to a qualified reopening under Treasury Regulations section 1.1275-2(kthat effect) 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 purposeswill bear a separate CUSIP number. (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 (Consensus Cloud Solutions, 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 in the aggregate principal amount not to exceed $400,000,000500,000,000, and (ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt in writing, After receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In 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 a single class on all matters with respect to the case of Additional Notes; provided, receipt by the Trustee of an Opinion of Counsel confirming 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (UWM Holdings Corp)

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 $400,000,000, and650,000,000, (ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Issuers, after the following conditions have been met: (1) Receipt by the Trustee of an OfficersIssuersCertificate Order specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company Issuers may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are will be fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with purposes (and receipt by the Initial Notes if they are issued pursuant Trustee of an Officer’s Certificate to a qualified reopening under Treasury Regulations section 1.1275-2(kthat effect) 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 purposeswill bear a separate CUSIP number. (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 (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 of $400,000,000700,000,000, and (ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company, subject to the terms of this Indenture, in each case upon a written order of the Company after signed by an Officer of the following conditions have been met: Company (1) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of an Officers’ Certificate specifying (A) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which such the original issue of Notes are is to be authenticated, (B) authenticated and whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with in the Initial form of Global Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4d) An Opinion 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 Counsel per all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a 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 10.04 herein2.02(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 Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Viasat 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 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 $400,000,000200,000,000 (the “Initial Notes”), and 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 Company after terms of this Indenture, including Section 10.8), in each case upon a written order of the following conditions have been met: (1) Receipt by Issuers in the Trustee form of a certificate of an Officers’ Certificate specifying Officer of each Issuer (A) an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) , whether such the Notes are to be Initial Notes or Additional Notes, (C) in Notes and whether the case of Additional Notes, that the issuance of Notes are to be issued as certificated Notes or Global Notes or such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or as the Trustee may reasonably request request. In addition, with respect to authentication pursuant to clause (including without limitationii) of the first sentence of this paragraph, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt first such Authentication Order from the Issuers shall be accompanied by the Trustee of an Opinion of Counsel confirming 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, 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 Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 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 issued under this Indenture shall be treated as a single class for all purposes under this Indenture. The Additional Notes are fungible 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 Initial Notes 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 U.S. federal income tax purposes. Additional Notes will the Securities of such series shall no longer be fungible with the Initial Notes if they are issued pursuant to a qualified reopening eligible 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 purposesSection 3.3”. (3d) An order The last paragraph of Section 3.5 of the Company 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 Trustee 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 authenticate such NotesArticle 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. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: First 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 $400,000,000, of U.S.$600,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt receipt by the Trustee of an Officers’ Certificate of the Company pursuant to Section 11.03 specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein).request; and (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming to the Company pursuant to section 11.03 that (i) the form and terms of such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Trustee enforcement of creditors’ rights and to authenticate such Notesgeneral equity principles. (4) An Opinion of Counsel per Section 10.04 herein.

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 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 of $400,000,000500,000,000, and (ii2) Additional Notes from time to time for original issue after the Issue Date in aggregate principal amounts specified by the Company after Issuer, 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 (1) Receipt by an “Authentication Order”). The Authentication Order shall, in the Trustee case of an Officers’ Certificate specifying (A) any issuance of Additional Notes, specify the aggregate principal amount of Notes to be authenticated and authenticated, the date on which such the original issue of Notes are is to be authenticated, (B) authenticated and whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with in the Initial form of Global Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4d) An Opinion 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 Counsel per all or substantially all of the assets and properties of the Issuer and its Restricted Subsidiaries, taken as a 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 10.04 herein2.02(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 Notes at the time outstanding for Notes authenticated and delivered 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 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 $400,000,0001,000,000,000, (ii) subject to the terms of this Indenture, Additional Notes, and (iiiii) Additional any other Notes from time to time for original issue issued in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt accordance with this Indenture. After receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In 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 a single class on all matters with respect to the case of Additional Notes; provided, receipt by the Trustee of an Opinion of Counsel confirming 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (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 $400,000,000800,000,000, and (ii) Subject to Article 4, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after the following conditions have been met: (1) Receipt in writing, After receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In The Initial Notes and any Additional Notes will be treated as a single class for all purposes under the case of Additional Indenture and will vote together as a single class on all matters with respect to the Notes; provided, receipt by the Trustee of an Opinion of Counsel confirming 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (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 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 $400,000,000, and€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 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: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (Ai) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (Bii) whether such the Notes are to be Initial Notes or Additional Notes, (Ciii) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of and all steps required thereunder have been complied with, (iv) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (Dv) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In To the case of Additional Notesextent required by applicable tax regulations, receipt by the Trustee of an Opinion of Counsel confirming that such if Additional Notes are not fungible with the Initial other Notes for U.S. federal income tax purposes. , the Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant to under a 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 separate CUSIP and Common Code number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3d) An order The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in clause (2) of the Company Section 2.02(c), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,000, 600,000,000 and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) 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 U.S. United States federal income tax purposes. , the Additional Notes will be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (Huntington Ingalls Industries, 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 $400,000,000577,000,000, 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: (1A) Receipt by the Trustee of a certificate, executed by an Officers’ Certificate Officer specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B2) whether such the Notes are to be Initial Notes or Additional Notes, (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (4) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will be subject to United States 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Hovnanian 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 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 $400,000,000, andUS$425,000,000. (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: (1A) Receipt In the case of Additional Notes, receipt by the Trustee of an Officers’ Certificate a Company Order specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B2) whether such the Notes are to be Initial Notes or or, Additional Notes, (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (4) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Additional Notes are not fungible with the Initial Notes for U.S. 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 fungible treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (GeoPark LTD)

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 $400,000,000, 500,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and4; (D4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes; (5) other information the Company may determine to include or the Trustee may reasonably request request; and (including without limitation, statements per 6) in accordance with Section 10.04 herein)11.03. (2B) In the case of Additional Notes, receipt Receipt by the Trustee of an Opinion that (i) the form and terms of Counsel confirming that such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company to the Trustee to authenticate such Notes. and (4) An in a separate Opinion of Counsel per if necessary) the Guarantor, 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 10.04 herein11.03.

Appears in 1 contract

Sources: Indenture (Cosan Ltd.)

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 $400,000,000, 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 after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of and all steps required thereunder have been complied with, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In To the case of Additional Notesextent required by applicable tax regulations, receipt by the Trustee of an Opinion of Counsel confirming that such if Additional Notes are not fungible with the Initial other Notes for U.S. federal income tax purposes. , the Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3d) An order The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in clause (2) of the Company Section 2.02(c), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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. (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 $400,000,000700,000,000, 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: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Original Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Issuer determines the Additional Notes are not fungible with the Initial Original Notes for U.S. federal income tax purposes. , the Additional Notes will have a separate CUSIP. (d) Original Notes and any Additional Notes will be fungible treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Nuance Communications, 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 $400,000,000158,379,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company specified, after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, and that if any such Additional Notes are not fungible with the IndentureInitial Notes issued on the Issue Date for U.S. federal income tax or securities law purposes, such Additional Notes shall have a separate CUSIP number, (D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, (E) whether the certificates representing such Notes shall bear a Restricted Legend; and (DF) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 (Sandridge Energy 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 $400,000,000500,000,000, 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: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Original Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by if the Trustee of an Opinion of Counsel confirming that such Issuer determines the Additional Notes are not fungible with the Initial Original Notes for U.S. federal income tax purposes. , the Additional Notes will have a separate CUSIP. (d) Original Notes and any Additional Notes will be fungible treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Nuance Communications, Inc.)

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 $400,000,000, and305,000,000, (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: (1) Receipt by the Trustee of an Officers’ Certificate a Company Order specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are will be fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with purposes (and receipt by the Initial Notes if they are issued pursuant Trustee of an Officer’s Certificate to a qualified reopening under Treasury Regulations section 1.1275-2(kthat effect) 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 purposeswill bear a separate CUSIP number. (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 (Consensus Cloud Solutions, 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 $400,000,000250,000,000 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 Company, and (iii) after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate a written order by the Company specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) if applicable, whether such Notes are to be Initial Additional Notes or Additional PIK Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of ‎Article 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes or PIK Notes in respect thereof that are not fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible purposes with the Initial Original Notes if they are shall be issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3) An order of The Original Notes and any Additional Notes and PIK Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in ‎Section 2.02(c)(2), and 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 to 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 authenticate such Notespersonal liability to existing Note Holders. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,000200,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Company, in each case after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 5, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming 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 U.S. federal income tax purposes. , the Additional Notes will shall trade under a separate CUSIP number and shall be fungible with the Initial Notes if they are issued pursuant to treated as a 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 separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (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 (Quicksilver Resources 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 $400,000,000, of U.S.$550,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt receipt by the Trustee of an Officers’ Certificate of the Company pursuant to Section 11.03 specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein).request; and (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming to the Company pursuant to section 11.03 that (i) the form and terms of such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Trustee enforcement of creditors’ rights and to authenticate such Notesgeneral equity principles. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Cosan S.A.)

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 $400,000,000250,000,000, and (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: (1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes (2) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (23) In the case of Initial 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Enova International, 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 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 $400,000,000300,000,000 (the “Initial Notes”), and 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 Company after terms of this Indenture, including Section 10.6), in each case upon a written order of the following conditions have been met: (1) Receipt by Issuers in the Trustee form of a certificate of an Officers’ Certificate specifying Officer of each Issuer (A) an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) , whether such the Notes are to be Initial Notes or Additional Notes, (C) in Notes and whether the case of Additional Notes, that the issuance of Notes are to be issued as certificated Notes or Global Notes or such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or as the Trustee may reasonably request request. In addition, with respect to authentication pursuant to clause (including without limitationii) of the first sentence of this paragraph, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt first such Authentication Order from the Issuers shall be accompanied by the Trustee of an Opinion of Counsel confirming 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, 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 Counsel, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and 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 issued under this Indenture shall be treated as a single class for all purposes under this Indenture. The Additional Notes are fungible 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 Initial Notes 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 U.S. federal income tax purposes. Additional Notes will the Securities of such series shall no longer be fungible with the Initial Notes if they are issued pursuant to a qualified reopening eligible 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 purposesSection 3.3”. (3d) An order The last paragraph of Section 3.5 of the Company 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 Trustee 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 authenticate such NotesArticle 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. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Eighth 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 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 $400,000,000220,000,000, 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: (1A) Receipt by the Trustee of a certificate, executed by an Officers’ Certificate Officer specifying (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B2) whether such the Notes are to be Initial Notes or Additional Notes, (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (4) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will be subject to United States 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Hovnanian 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 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 $400,000,000380,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible purposes with the Initial Notes if they are shall be issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3) An order of the Company The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in Section 2.02(c)(2), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Ak Steel Holding 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 $400,000,000405,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 $400,000,000, 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 after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of and all steps required thereunder have been complied with, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In To the case of Additional Notesextent required by applicable tax regulations, receipt by the Trustee of an Opinion of Counsel confirming that such if Additional Notes are not fungible with the Initial other Notes for U.S. federal income tax purposes. , the Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3d) An order The Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in clause (2) of the Company Section 2.02(c), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

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 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 $400,000,000, 750,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Officer’s Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and4; (D4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes; (5) other information the Company may determine to include or the Trustee may reasonably request request; and (including without limitation, 6) statements per as required in accordance with Section 10.04 herein)10.03. (2B) In the case of Additional Notes, receipt Receipt by the Trustee of an Opinion that (i) the form and terms of Counsel confirming that such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Trustee enforcement of creditors’ rights and to authenticate such Notesgeneral equity principles, and in accordance with Section 10.03. (4) An Opinion of Counsel per Section 10.04 herein.

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 $400,000,0002,000,000,000 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 Company Issuer in writing, after the following conditions have been met: (1) Receipt receipt by the Trustee of an Officers’ Officer’s Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitationrequest. Notwithstanding anything to the contrary in this Indenture, statements per Section 10.04 herein)no Opinion of Counsel and no Officer’s Certificate shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. (2d) In 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 a single class on all matters with respect to the case Notes of Additional Notessuch series; provided, receipt by the Trustee of an Opinion of Counsel confirming 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. purposes or otherwise, such Additional Notes of such series will be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (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 (Rocket Companies, Inc.)

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 $400,000,000, US$300 million; and (ii) Additional additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1) : Receipt by the Trustee of an Officers’ Certificate specifying: (Aa) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (Bb) whether such the Notes are to be Initial Notes or Additional Notes,; (Cc) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of Section 4; (d) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (De) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 (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 $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 (iiiii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the this Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An Delivery of an order of the Company to the Trustee to authenticate such NotesNotes (an “Authentication Order”). (4) An 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 and Opinion of Counsel was delivered shall be valid for all purposes and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture.

Appears in 1 contract

Sources: Indenture (DPL 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) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000$ , and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible purposes with the Initial Notes if they are shall be issued pursuant to under a 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 separate CUSIP number and shall be treated as a separate class for purposes of original issue discount, for U.S. federal income tax purposestransfer and exchange. (3) An order of the Company The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, other than as specified in Section 2.02(c)(2), and shall vote together as one class on all matters with respect to the Trustee to authenticate such Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Ak Steel Corp)

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 $400,000,000, and (ii2) 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: (1A) Receipt by the Trustee of an Officers’ Certificate Issuer Order specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2B) In the case of Additional Notes, receipt Receipt by the Trustee of an Opinion of Counsel confirming that the Initial Notes or Additional Notes, as applicable, are legal, valid and binding obligations of the Issuer enforceable against them in accordance with its 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 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 be fungible with the Initial Notes if they are issued pursuant to have a 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 U.S. federal income tax purposesseparate CUSIP number. (3e) An order of the Company to Receipt by the Trustee of an Officer’s Certificate pursuant to authenticate such NotesSection 11.04(a). (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Altra Industrial Motion Corp.)

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 $400,000,000, 350.0 million; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of ARTICLE 4; (4) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (D5) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 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 (Cosan Ltd.)

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 $400,000,000, US$500,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company Issuer, 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: (1) Receipt receipt by the Trustee of an Officers’ Officer’s Certificate specifying: (Ai) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (Bii) whether such the Notes are to be Initial Notes or Additional Notes,; (Ciii) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4; (iv) whether the Indenture, Notes are to be issued as one or more Global Notes or Certificated Notes; and (Dv) other information the Company Issuer may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (2d) In the case of Additional Notes, receipt by the The Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will shall be fungible with the Initial Notes if they are issued pursuant fully protected in relying upon documents (i) to a qualified reopening under Treasury Regulations section 1.1275-2(k(v) 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 purposesabove. (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 (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 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 $400,000,000, 500,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company after Company; provided that such Additional Notes are fungible with the following conditions have been met: (1) Receipt by Initial Notes for U.S. federal income tax purposes, in each case so long as the Trustee of shall have received an Officers’ Officer’s Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture4, and (D) other information whether the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial to be issued as one or more Global Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Certificated Notes. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Eastman Kodak 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 on the date hereof in the aggregate principal amount not to exceed $400,000,000, 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 (iiiii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the this Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An Delivery of an order of the Company to the Trustee to authenticate such NotesNotes (an “Authentication Order”). (4) An 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)

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 $400,000,000475,000,000, and (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: (1) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such Notes are to be authenticated, (B) whether such Notes are to be Initial Notes or Additional Notes, (C) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and (D) other information the Company may determine to include or the Trustee may reasonably request (including including, without limitation, statements per Section 10.04 herein). (2) In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order of the Company to the Trustee to authenticate such Notes. (4) An 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 $400,000,000375,000,000, and (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: (1) A Company Order has been delivered to the Trustee instructing the Trustee to authenticate the relevant Notes (2) Receipt by the Trustee of an Officers’ Certificate specifying (A) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated, (B) whether such the Notes are to be Initial Notes or Additional Notes, (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of 4, (D) whether the IndentureNotes are to be issued as one or more Global Notes or Certificated Notes, and (DE) other information the Company may determine to include or the Trustee may reasonably request (including without limitation, statements per Section 10.04 herein)request. (23) In the case of Initial 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 are fungible with the Initial Notes for U.S. federal income tax purposes. Additional Notes will be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposeswere not issued. (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 (Enova International, 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 $400,000,000, 500,000,000; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company 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: (1A) Receipt by the Trustee of an Officers’ Certificate specifying: (A1) the amount of Notes to be authenticated and the date on which such the Notes are to be authenticated,; (B2) whether such the Notes are to be Initial Notes or Additional Notes,; (C3) in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4 of the Indenture, and4; (D4) whether the Notes are to be issued as one or more Global Notes or Certificated Notes; (5) other information the Company may determine to include or the Trustee may reasonably request request; and (including without limitation, statements per 6) in accordance with Section 10.04 herein)10.03. (2B) In the case of Additional Notes, receipt Receipt by the Trustee of an Opinion that (i) the form and terms of Counsel confirming that such Additional Notes are fungible have been established in conformity with the Initial Notes for U.S. federal income tax purposes. Additional Notes 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 be fungible with the Initial Notes if they are issued pursuant to a 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 U.S. federal income tax purposes. (3) An order constitute valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Trustee enforcement of creditors’ rights and to authenticate such Notesgeneral equity principles, and in accordance with Section 10.03. (4) An Opinion of Counsel per Section 10.04 herein.

Appears in 1 contract

Sources: Indenture (Cosan Ltd.)